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 non¬ occurrence of one or more uncertain future events not wholly within the control of the entity. Contingent Assets are not recognized till the realization 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 recognised 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 recognised 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 recognised 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 recognised 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 recognised when the payment is made. Contract liabilities are recognised 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 Company's 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 and measured on undiscounted basis 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 recognised 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 recognised 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 post¬ employment 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. Prepaid contributions are recognised as an asset to the extent that cash refund or reduction in future payments is available.
Defined Benefit Plans:
The Company's gratuity benefit scheme is a defined benefit plan. The liability recognised 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, together with adjustments for unrecognised acturial gain losses and past service costs. The defined benefit/obligation are calculated at balance sheet date by an independent actuary using the projected unit credit method.
When the calculation results in potential asset for the company ,the recognised asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reduction in the future contribution to the plan(the asset ceiling). Remeasurements of the net defined obligations/liability which compromise actuarial gains and losses ,the return on plan assets (excluding interest) and the effect of asset ceiling (if any excluding interest) are recognised immediately in OCI.
When the benefits of a plan are changed or when a plan is curtailed the resulting change in benefit that relates to past service (Past service cost or past service gain) or the gain or loss on curtailment is recognised immediately in profit and losss. The group recognises gains and losses on the settlement of a defined benefit plan when the settlement occours.
Compensated absences:
The Company follows calendar year (January to December) for leave management. As per policy, Privilege Leave is accrued on 1st of January for the entire year. Leaves can be accumulated upto 30 days and can be encashed at the time of exit along with full and final settelment. All other leaves get lapsed at the end of December.
o) Leases
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 recognised 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 non-lease components. The Company allocates the consideration in the contract to the lease and non-lease components based on their relative stand-alone 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:
• 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
• 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 recognised 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.They are subsequently measured at cost or accumulated depreciation and impairment losses
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.
In addition, the right of use of assets is periodically reduced by impairment losses if any and adjusted for certain remeasurements of the lease liability.
Payments associated with short-term leases of equipment and all leases of low-value assets are recognised 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
• 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.
• 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).
• 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.
p) Income-tax
Income tax expense comprises current tax and deferred tax. 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 using tax rates enacted
or substantively enacted by the end of the reporting period.The amount of current tax payable or receivable is the best estimate of th tax amount expected to be paid or recived that reflects uncertainty related to income taxes, if any.
• Current tax assets and liabilities are offset only if the Company has a legally enforceable right to set off the recognized amounts; and
• intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously
• Current tax assets and liabilities are offset only if there is alegally enforceable right to setoff the recognised amounts and it is intended to realise the asset and settle liability on a net basis.
Deferred Tax
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the corresponding amounts used for taxation purposes. Deferred tax is also recognised in respect of carried forward tax losses and tax credits. Deferred tax is not recognised for:
• temporary differences on the initial recognition of assets or liabilities in a transaction that:
- is not a business combination; and
- at the time of the transaction (i) affects neither accounting nor taxable profit or loss and (ii) does not give rise to equal taxable and deductible temporary differences;
• temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Company is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and
• taxable temporary differences arising on the initial recognition of goodwill.
Deferred tax assets are recognised 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 used. Future taxable profits are determined based on the reversal of relevant taxable temporary differences. If the amount of taxable temporary differences is insufficient to recognise a deferred tax asset in full, then future taxable profits, adjusted for reversals of existing temporary differences, are considered, based on the business plans for individual subsidiaries in the Company. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised; such reductions are reversed when the probability of future taxable profits improves.
Deferred tax is measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on the laws that have been enacted or substantively enacted by the reporting date.
The measurement of deferred tax 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. For this purpose, the carrying amount of investment property is presumed to be recovered through sale.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.
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 Company's financial statements are prepared in Indian Rupees (INR) 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 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.
Interim dividends are recognized as a liability in the period in which they are approved by the Board of Directors. They are accounted for in the Statement of Changes in Equity and adjusted against retained earnings. No provision is made for dividends declared after the reporting date unless approved 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:
• The after income tax effect of interest and other financing costs associated with dilutive potential equity shares, and
• 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 Company's chief operating decision maker is the Managing Director 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.
u) Discontinued operations
A discontinued operation is a component of the Group's business, the operations and cash flows of which can be clearly distinguished from the rest of the Group and which:
• represents a separate major line of business or geographic area of operations;
• is part of a single co-ordinated plan to dispose of a separate major line of business or geographic area of operations; or
• is a subsidiary acquired exclusively with a view to resale.
Classification as a discontinued operation occurs at the earlier of disposal or when the operation meets the criteria to be classified as held-for-sale.
When an operation is classified as a discontinued operation, the comparative statement of profit and loss is re-presented as if the operation had been discontinued from the start of the comparative year.
v) Asset held for Sale
Non-current assets, or disposal groups comprising assets and liabilities, are classified as held for sale if it is highly probable that they will be recovered primarily through sale rather than through continuing use.
Such assets, or disposal groups, are generally measured at the lower of their carrying amount and fair value less costs to sell.
Any impairment loss on a disposal group is allocated first to goodwill, and then to the remaining assets and liabilities on a pro rata basis, except that no loss is allocated to inventories, financial assets, deferred tax assets, employee benefit assets, or biological assets, which continue to be measured in accordance with the Group's other accounting policies. Impairment losses on initial classification as held for sale or held for distribution and subsequent gains and losses on remeasurement are recognised in profit or loss.
Once classified as held for sale, intangible assets, property, plant and equipment and investment properties are no longer amortised or depreciated, and equity-accounted investee is no longer equity accounted.
Non-current assets classified as held-for-sale and the assets of a disposal group classified as held for sale are presented separately from the other assets in the balance sheet. The liabilities of a disposal group classified as held for sale are presented separately from other liabilities in the balance sheet.
w) Share Capital
Equity shares
Incremental costs directly attributable to the issue of equity shares are recognised as a deduction from equity. Income tax relating to transaction costs of an equity transaction is accounted for in accordance with Ind AS 12
x) Recent Indian Accounting Standards (Ind AS)
The Ministry of Corporate Affairs vide notification dated 7 May 2025 and 13 August 2025 notified the Companies (Indian Accounting Standards) Amendment Rules, 2025 and Companies (Indian Accounting Standards) Second Amendment Rules, 2025, respectively, which amended certain accounting standards (see below), and are effective for annual reporting periods beginning on or after 1 April 2025
Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants - Amendments to Ind AS 1
As a result of the adoption of the amendments to Ind AS 1, the company changed its accounting policy for the classification of borrowings:
Borrowings are classified as current liabilities unless, at the end of the reporting period, the company has a right to defer settlement of the liability for at least 12 months after the reporting period.
Covenants that the company is required to comply with, on or before the end of the reporting period, are considered in classifying loan arrangements with covenants as current or non-current. Covenants that the company is required to comply with after the reporting period do not affect the classification.
This new policy did not result in a change in the classification of Metropolis Healthcare Limited's borrowings. The Company did not make retrospective adjustments as a result of adopting the amendments to Ind AS 1.
Supplier Finance Arrangements - Amendments to Ind AS 7 and Ind AS 107
As a result of the adoption of the amendments to Ind AS 7 and Ind AS 107,the Company does not expect material impact of these amendments in its financial statements.
International Tax Reform - Pillar Two Model Rules - Amendments to Ind AS 12
Metropolis Healthcare Limited is not within the scope of the OECD Pillar Two Model Rules, as Pillar Two legislation has not yet been enacted in any of the jurisdictions in which the company operates.
Lack of Exchangeability - Amendments to Ind AS 21
The amended Ind AS 21 have added requirements to help entities to determine whether a currency is exchangeable into another currency, and the spot exchange rate to use where it is not. These amendments did not have any material impact on the amounts recognised in current periods and are not expected to significantly affect the future periods.
Recent Indian Accounting Standards (Ind AS) issued not yet effective Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants - Amendments to Ind AS 1
This amendment also includes specific provisions that will take effect for reporting periods beginning on or after 1 April 2026, as outlined below.
Under the existing Ind AS 1, where there is a breach of a material provision of a long-term loan arrangement on or before the end of the reporting period with the effect that the liability becomes payable on demand on the reporting date, the entity does not classify the liability as current, if the lender agreed, after the reporting period and before the approval of the financial statements for issue, not to demand payment as a consequence of the breach.
However, the amended requirements stipulate that entities will no longer be permitted to consider lender waivers that are granted after the reporting date but before the financial statements are approved for the purpose of classification of loans. This amendment is required to be applied retrospectively in accordance with Ind AS 8.
Metropolis Healthcare Limited does not expect this amendment to have an impact on its operations or financial statements.
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 and have been based on historical data from both external and internal sources.
(e) Terms/rights attached to equity shares
The Company has only one class of Equity shares having a par value of '2 per share. Each holder of equity share 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.
(f) The Company has issued and allotted 15,54,95,826 Bonus Equity Shares in the ratio of 3:1, i.e., Three (3) new fully paid-up Equity Shares of face value of INR 2/- each for every One (1) existing fully paid-up Equity Share of face value of INR 2/- each. The Board of Directors at their meeting held on 4 February, 2026 approved issuance of bonus shares, which was approved by the shareholders on 08 March 2026.
Securities Premium
The amount received in excess of face value of the equity shares is recognised in Securities Premium. It can be 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 45)
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.
36 Earnings per share (EPS)
Basic EPS is 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.
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.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in this level. This is the case for unlisted equity securities included in level 3.
Financial instruments measured at fair value
The following table shows the valuation techniques used in measuring Level 1 and Level 3 fair values for financial instruments measured at fair value in the balance sheet as well as the significant unobservable inputs used.
C. Financial risk management Risk management framework
The Company's board of directors has overall responsibility for the establishment and oversight of the company's risk management framework. The board of directors has established the risk management committee, which is responsible for developing and monitoring the company's risk management policies. The committee reports regularly to the board of directors on its activities.
The company's risk management policies are established to identify and analyse the risks faced by the company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the company's activities. The company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.
The company audit committee oversees how management monitors compliance with the company's risk management policies and procedures and reviews the adequacy of the risk management framework in relation to
Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument 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 (31 March 2025- Nil) which accounts for 10% or more of the total trade receivables at each reporting date.
Trade receivables are generally on terms of 30 to 90 days.
The Company has used a practical expedient by computing the expected credit loss allowance for 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 31 March 2026'2,078.85 lakhs (31 March 2025'2,587.48 lakhs). The cash and cash equivalents and other bank balances are held with 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.
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.
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 (undiscounted basis) 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.
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.
(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.
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 ' 21,017.62 Lakhs (31 March 2025'20,068.20 Lakhs) of which annual commitment for next year is ' 6161.87 Lakhs (31 March 2025'4,761.88 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.
On 16 November 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 2014¬ 15 to AY 2023-24 wherein they raised a demand of Rs. 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 Rs 3,880 Lakhs . Additionally, the Company carries a a provision of Rs 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. The Company has also received Income Tax Refund of Rs. 1027.00 lakhs (net) in FY 2025-26 in respect of the above assessment years.
42 Leases1 The following is the summary of practical expedients elected on application:
i Applied a single discount rate to a portfolio of leases of similar assets in similar economic 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 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 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 32 and 31
2 The incremental borrowing rate applied to lease liabilities for FY 25-26 is 8.91% -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 31 March, 2026:
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 Rs 13,881.81 Lakhs (31 March 2025 Rs Rs 11,798.19 Lakhs) for the year ended 31 March 2026.
10 The total cash outflow for leases for year ended 31 March 2026 is Rs 9,046.15 Lakhs (31 March 2025 Rs 8,450.97 Lakhs)
43(a) Revenue from contracts with customers
The Company generates its entire revenue from contracts with customers for the services at a point in time. The Company is engaged mainly in the business of running laboratories for carrying out pathological investigations of various branches of bio-chemistry, hematology, histopathology, microbiology, electrophoresis, immuno-chemistry, immunology, virology, cytology, other pathological and radiological investigations, considered as a single source of revenue.
(c) Employee Stock Option Schemes
Description of share-based payment arrangements:
As at 31 March 2026 and 31 March 2025 Company had following share-based payment arrangements:
RSU 2025-
This plan may be called the Metropolis-Restrictive Stock Units Plan, 2025 ("MHL - RSU Plan 2025"/"Plan") as approved by the Board of Directors of the Company at its meeting held on May 13, 2025 as per the recommendation of Nomination and Remuneration Committee and approved by members of the Company by passing special resolution at the Annual General Meeting held on August 13, 2025.
This Plan shall be deemed to have come into force on August 13, 2025 (Being the date of passing of special resolution for approving the MHL - RSU Plan 2025 by the shareholders of the Company).
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.
ESOP 2025 -
This plan may be called the Metropolis - Employees Stock Options Plan, 2025 ("MHL - ESOP Plan 2025"/Plan") as approved by the Board of Directors of the Company at its meeting held on May 13,2025 as per the recommendation of Nomination and Remuneration Committee and approved by members of the Company by passing special resolution at the Annual General Meeting held on August 13, 2025.
This Plan shall be deemed to have come into force on August 13, 2025 (Being the date of passing of special resolution for approving the MHL - ESOP Plan 2025 by the Shareholder 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.
There is no options outstanding as at 31 March 2026 (31 March 2025: Nil)
On 19 September 2017, consent was given by the Nomination and Remuneration Committee, wherein 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.
- No additional options to be granted under MESOS 2015 as per the resolution dated 24 September 2018, passed by the Nomination & Remuneration Committee
- Expected volatility of the option is based on historical volatility, during a period equivalent to the option life
- Dividend yield of the options is based on recent dividend activity
- Risk-free interest rates are based on the government securities yield in effect at the time of the grant.
(d) Compensatory absences:
The Company follows calendar year (January to December) for leave management. As per policy, Privilege Leave is accrued on 1st of January for the entire year. Leaves can be accumulated upto 30 days and can be encashed at the time of exit along with full and final settlement. All other leaves get lapsed at the end of December.
46 Segment Reporting
Operating segments are defined as components of an enterprise for which discrete financial information is 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.
47 Corporate social responsibility (CSR)
As per Section 135 of the Companies Act, 2013, a company, meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities. The areas for CSR activities is as per activities specified in Schedule VII of the Companies Act, 2013.
(b) Deferred payment consideration
During the year ended 31 March 2026, the Company has entered into a business transfer agreement dated 7 August 2025 to acquire Ambika Pathology Laboratory located at Kolhapur, Maharashtra for an initial purchase consideration of ' 1,700.00 lakhs, an amount of ' 1,530.00 lakhs is paid upfront by the Company to Dr. Rajendra Sadashiv Patil, owner of Ambika Pathology Laboratory and the remaining 170.00 lakhs is to be paid at the end of thirty six months from the date of acquisition as part of deferred consideration.
The deferred consideration of ' 170.00 Lakhs has been measured at fair value (' 131.00 Lakhs) on initial recognition and the difference of ' 39.00 Lakhs will be recognised as finance cost on EIR basis over the payment tenure; During year ended 31 March 2026, ' 6.43 lakhs (31 March 2025 ' Nil ) charged to statement of profit and loss (refer note 31).
During the year ended 31 March 2025, the Company had made an investment in Core Diagnostics Private Limited for a total cash consideration of ' 13,576.08 Lakhs, of which ' 500 Lakhs was payable in June 2025. During the year ended 31 March 2026, pursuant to closing diligence procedures and subsequent post-acquisition review, certain matters requiring remediation and management intervention beyond those envisaged at the time of transaction closure were identified. Accordingly, the aforesaid consideration payable of ' 500 Lakhs is no longer considered payable and has therefore been written back in the Statement of Profit and Loss during the current year. (Refer Note 5)
During the FY 19-20, Desai Metropolis Health Services Private Limited, a subsidiary of the Company, had 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 was to
49 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 firm's report for the year ended 31 March 2026. Management continues to believe that its international transactions post 31 March 2025 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.
50 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 2026, 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.
51 Disclosure of Transactions with Struck off companies
The Company did not have any material transactions with companies struck off under Section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956 during the financial year.
52 No funds have been advanced or loaned or invested (either from borrowed funds or share premium or 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.
53 As at 31 March 2026, 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.
54 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.
55 Business CombinationA Liquidation of Dr. Ganesan's Hitech Diagnostic Centre Private Limited
The Board of Directors of the Company, at their meeting held on 11 February 2022, accorded in-principle 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 01 April 2022 and the members of Hitech in their Extra Ordinary General meeting held on 01 April 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 18 April, 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 4 June 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. 22 October 2021).
B Acquisition of subsidiaries
(i) On 21 March 2025, the Company has acquired 100% stake in Core Diagnostic Private Limited ("Core") for the purchase consideration of Rs. 21,888.40 lakhs, discharged partly by cash consideration of Rs 13,576.08 lakhs and partly by way of preferential issue and allotment of 518,920 equity shares of Metropolis Healthcare Limited amounting to Rs. 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 14 August 2024, the Company has acquired 100% stake in Metropolis Foundation (A section 8 Company incorporated under Companies Act, 2013) for the purchase consideration of Rs. 0.10 lakh, discharged by cash consideration of Rs 0.10 lakhs as per the terms and conditions of the Share Purchase Agreement 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 25 December 2024.
(iv) The Company incorporated Metropolis Quality Solutions Private Limited as its wholly owned subsidiary effective from 13 September 2025
C Acquisition of Business
During the year ended 31 March 2026, the Company has entered into a business transfer agreement dated 7 August 2025 to acquire Ambika Pathology Laboratory located at Kolhapur, Maharashtra for an initial purchase consideration of ' 1,700.00 lakhs, an amount of ' 1,530.00 lakhs is paid upfront by the Company to Dr. Rajendra Sadashiv Patil, owner of Ambika Pathology Laboratory and the remaining 170.00 lakhs is to be paid at the end of thirty six months from the date of acquisition as part of deferred consideration.
56 Sale of EQAS division
During the current year, the Company entered into a Business Transfer Agreement ("BTA") with Metropolis Quality Solutions Private Limited for the sale of its External Quality Assessment Scheme (EQAS) division for an aggregate consideration of up to Rs. 125 Lakhs. The transaction was approved by the Board of Directors on 04 February 2026.
Accordingly, pursuant to the requirements of Ind AS 105, the operations relating to the said division have been classified as discontinued operations and the related assets have been classified as assets held for sale in the standalone financial statements. Consequently, the comparative standalone statement of profit and loss has been re-presented to disclose the results of discontinued operations separately from continuing operations.
(c) Average inventory = (Opening inventory balance Closing inventory balance) / 2
(d) Net credit sales = Net credit sales consist of gross credit sales minus sales return
(e) Average trade receivables = (Opening trade receivables balance Closing trade receivables balance) / 2
(f) Net credit purchases = Net credit purchases consist of gross credit purchases minus purchase return
(g) Average trade payables = (Opening trade payables balance Closing trade payables balance) / 2
(h) Working capital = Current assets - Current liabilities.
(i) Earning before interest and taxes = Profit before exceptional items and tax Finance costs - Other Income
(j) Capital Employed = Tangible Net Worth Total Debt Deferred Tax Liability
58 No transactions to report against the following disclosure requirements as notified by MCA pursuant to 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
(c) Registration of charges or satisfaction with Registrar of Companies
(d) Relating to borrowed funds:
i. Wilful defaulter
ii. Utilisation of borrowed funds and securities premium
iii. Borrowings obtained on the basis of security of current assets
iv. Discrepancy in utilisation of borrowings
v. Current maturity of long term borrowings
(e) Number of layers of companies as prescribed under clause section 87(2) of the Companies Act, 2013
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