Dear Members,

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

Financial Highlights

The key highlights of the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31,2024 in comparison with the previous financial year ended March 31,2023 are summarized below:

Note: The standalone and consolidated financial statements of the Company for the financial year ended March 31, 2024, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.

Operational Performance & Future Outlook

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

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

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

Dividend

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI Listing Regulations"), the Board of Directors of the Company has approved and adopted the Dividend Distribution Policy of the Company. The policy sets out the parameters and circumstances which Board may consider for recommendation and/or distribution of dividend to its shareholders and/or the utilization of the retained earnings of the Company. The Policy is available on the website of the Company at https:// www.metropolisindia.com/newdata/Investors/code- of-conduct/MHL-Dividend-Distribution-Policy.pdf In line with the Policy, the Board of Directors at its meeting held on November 04, 2023, declared an Interim Dividend of INR 4/- (Indian Rupees Four Only) per equity share of face value of INR 2/- (Indian Rupees Two Only) each (i.e. 200%) on 5,12,23,594 (Five Crores Twelve Lakhs Twenty-Three Thousand Five

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

Transfer to Reserve

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

Capital Structure

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

Employee Stock Option Plan

Your Company has Metropolis Employee Stock Option Scheme 2015 ("MESOS 2015") and Metropolis Healthcare Limited - Restricted Stock Units Plan 2020 ("MHL-RSU Plan 2020") in order to retain, attract, motivate and incentivise the talent pool. The Nomination and Remuneration Committee of the Company administers and monitors these plans in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB & SE Regulations").

The details of MESOS 2015 and MHL-RSU Plan 2020 are annexed to this report as ‘Annexure 1' and are also available on the website of the Company at https:// www.metropolisindia.com/newdata/Investors/ Annual%20Reports/23-24/Details%20of%20 MESOS%202015%20and%20MHL-RSU%20Plan%20 7070.pdf.

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

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

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

Particulars of Loans, Guarantees and Investments

Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the SEBI Listing Regulations, disclosure on particulars relating to Loans, Guarantees and Investments are provided in note no. 49(a) of the financial statements.

Material changes and commitments affecting the financial position

There have been no material changes and commitments, affecting the financial position of your Company which have occurred between the end of the financial year of the Company to which the financial statements relate and till the date of this Report.

Subsidiary, Joint Ventures and Associate Companies

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

In accordance with Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of your Company's subsidiaries in Form AOC - 1 is annexed as ‘Annexure 2' to this report. The statement also provides details of performance and financial position of each of the subsidiaries. There has been no material change in the nature of the business of the subsidiaries. The Audited Financial Statements of the subsidiaries is also available on the website of the Company at https:// www.metropolisindia.com/investors Further, your Company has formulated a Policy for determining Material Subsidiaries (‘Policy on Material Subsidiary') which is available on the website of the Company at https://www.metropolisindia.com/ newdata/Investors/Disclosures%70under%70R egulation%7046%70of%70l ODR/9 + MHI Policy+for+determination+of+Material+S ubsidiary. pdf. However, based on the evaluation parameters provided in the Policy on Material Subsidiary, your Company does not have any Material Subsidiary as on March 31,2024.

B. CORPORATE GOVERNANCE

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

Report on Corporate Governance and a certificate by the Secretarial Auditors of the Company regarding compliance with Corporate Governance as stipulated in Regulation 34 read with Part C of Schedule V of the SEBI Listing Regulations, are provided in a separate section and forms part of the Annual Report of the Company.

Board of Directors

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

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

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

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

Based on the written representations received from the Directors, none of the above-mentioned Directors are disqualified under Section 164 of the Act and are also not debarred by SEBI or any other statutory authority for holding office as a Director. Pursuant to Regulation 36 of the SEBI Listing Regulations read with Secretarial Standard - 2 on General Meetings, a brief profile of Directors proposed to be appointed and reappointed is provided as Annexure to the Notice of the 24th AGM.

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

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

Declaration by Independent Directors

Your Company has received the declarations from the Independent Directors confirming that they (i) continue to meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and are independent; and (ii) continue to comply with the Code of Conduct laid down under Schedule IV of the Act. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

Familiarization Programme

Pursuant to the SEBI Listing Regulations, the Company has developed a Familiarization Programme for the Independent Directors, with a view to familiarize them with their role, rights, and responsibilities in the Company, the nature of the industry in which the Company operates, its business plans, business model, corporate strategy, services, the governance structure, policies, processes etc. The Directors are also periodically informed about the financial performance, annual budgets, internal control system, statutory compliances, the Company's vision, core values; ethics, and corporate governance practices. Details of the Familiarization Programme of Independent Directors of the Company are available on the website of the Company at https://www. metropolisindia.com/newdata/Investors/code-of- conduct/MHL Familiarization-Programme-for- Independent-Directors.pdf

Board Evaluation

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

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

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

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

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

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

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

Meetings of the Board

During the year under review, the Board of Directors met 6 (six) times, these meetings were held on May 16, 2023, June 19, 2023, August 02, 2023, November 04, 2023, February 02, 2024 and March 18, 2024. The intervening gap between the Meetings was within the period prescribed under the Act and the SEBI Listing Regulations. As a process, the agendas' along with notice are sent well in advance or with the permission of Directors at a shorter notice. The Board is provided with a detailed background and rationale of the proposal so as to provide them adequate information to take an informed decision. The Board also interacts with senior management and if required with external consultant in case of clarification.

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability

and based on the representation of the Management, confirm that the Directors have:

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

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

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

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

(e) laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

Committees of the Board

The Board of Directors of your Company have formed various committees as per provisions of the Act and the SEBI Listing Regulations. The details with respect to the composition, powers, roles, terms of reference, etc. of the committees are given in the Corporate Governance Report which is presented in a separate section and forms part of the Annual Report of the Company.

Key Managerial Personnel

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

1. Dr. Sushil Shah, Chairman & Executive Director

2. Ms. Ameera Shah, Managing Director

3. Mr. Surendran Chemmenkotil, Chief Executive Officer

4. Mr. Rakesh Kumar Agarwal, Chief Financial Officer

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

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

C. AUDITORS AND REPORTS Statutory Auditors

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

Secretarial Auditors

Pursuant to Section 204 read with Section 134(3) of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Manish Ghia & Associates, Practising Company Secretaries, Mumbai, to undertake the Secretarial Audit of the Company for the financial year ended March 31,2024. The Secretarial Audit Report in Form No. MR-3 is annexed as ‘Annexure 3' to this report.

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

Cost Auditors

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

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

In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, since the remuneration to be paid to the

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

Internal Auditor

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

The Company has a robust internal audit system for assessment of audit findings and its mitigation. The Internal Audit function covers all the areas such as policies, processes, internal controls, compliance, inventory, stock, project specific, corporate accounts, taxation, etc.

The audit is based on predefined plan as presented and approved by the Audit Committee. A summary of the audit observations, along with management actions, impact etc. is presented to the Audit Committee on a quarterly basis. The corrective actions are taken by the management as per defined plan approved by the Audit Committee. With the systems and practice hereinabove, we believe that your Company's internal controls are commensurate with the size and operations of the business.

D. POLICIES AND OTHERS Risk Management

The Company has adopted a strong governance structure to deal with any risk associated with business or industry in which the Company operates. This includes, constitution of Risk Management Committee and formulating a comprehensive Risk Management Policy benchmarked to the global standards.

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

Cyber Security

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

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

Related Party Transactions

Your Company has developed a governance structure for approving and monitoring the transactions with the related parties. A process is rolled out where all the related parties are identified, and a list of related parties is prepared to ensure that no transactions with related parties are entered without prior approval of the Audit Committee. Additionally, all the transactions with the related parties are reviewed by the Audit Committee and the Board on a quarterly basis. The Audit Committee also seeks for external certification, if required to ensure that the transactions are at an arm's length and in ordinary course of business. Omnibus approval of Audit Committee is taken for transactions which are regular and routine in nature as per the criteria approved by the Board and special or event based transactions are approved separately by the Audit Committee in line with Related Party Transaction Policy of the Company in compliance with the SEBI Listing Regulations and the Act which is available at https://www.metropolisindia.com/newdata/ Investors/Disclosures%20under%20Regulation%20 46%20of%20LODR/MHL RPT%20Policv%20V2 final for%20uploading.pdf.

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

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

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

Nomination and Remuneration Policy

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

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

Vigil Mechanism

Your Company has institutionalised the vigil mechanism by rolling out strong and comprehensive Whistle-blower Policy in accordance with Section 177 of the Act and the SEBI Listing Regulations. The Policy provides for method and process for employees and stakeholders to voice their genuine concerns about unethical conduct that may be actual or threatened breach with the Company's Code of Conduct without fear of being reprimanded. The brief on Policy is also provided in the Report on Corporate Governance, which forms part of this Annual Report. The Policy is available on the website of the Company at https:// www.metropolisindia.com/newdata/Investors/code- of-conduct/Whistle-Blower-Policy-24.pdf

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

Code for Prevention of Insider Trading

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

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

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

Corporate Social Responsibility (CSR)

In compliance with the requirements of Section 135 of the Act read with the Companies (Corporate Social Responsibility) Rules, 2014, the Board has constituted a CSR Committee. The Board of Directors of the Company at their meeting held on February 02, 2024, approved the change of the Committee's terms of reference, roles responsibilities, and nomenclature from the 'Corporate Social Responsibility Committee' to the 'Corporate Social Responsibility and Environmental, Social & Governance Committee' 'Corporate Social Responsibility and Environmental, Social & Governance Committee' (CSR & ESG) to broaden the horizon of the Committee and to align it with the Environmental, Social & Governance (ESG) norms. By expanding the Committee's focus to include ESG, the Company aims to broaden the scope of the Company's initiatives to include not only social responsibility but also environmental sustainability and governance best practices, to align with stakeholder expectations and to further demonstrates the Company's commitment to integrating sustainability and governance into its core business strategy, thereby fostering a positive impact on society, and the environment, while ensuring sustainable growth and success.

The CSR & ESG Policy of the Company as approved by the Board, based on the recommendation of the CSR & ESG Committee is available on the website of the Company at https://www.metropolisindia.com/ newdata/Investors/CSR/MHL-Revised+CSR+policy wef+May+27-2021.pdf

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

Internal Financial Control and their Adequacy

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

Further, the members of the Audit Committee on regular basis communicates with the Statutory Auditors, Internal Auditors and management to deal with the matters within their terms of reference. Effectiveness of internal financial controls is ensured through interaction by the Audit committee with management reviews, controlled self-assessment and independent testing by the Internal Audit Team. The Statutory and Internal auditors have confirmed that there was no internal control weakness during the financial year 2023-24.

Media rumours and Clarification

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

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

Particulars of Employees

The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as ‘Annexure 5'.

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

Business Responsibility and Sustainability Report

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

The Business Responsibility and Sustainability Report for the financial year ended March 31,2024, is presented in a separate section and forms part of the Annual Report of the Company.

Management Discussion and Analysis Report

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

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

Statutory Disclosures

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

A. CONSERVATION OF ENERGY

i) Steps taken or impact on conservation of energy

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

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

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

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

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

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

iii) Capital investment on energy conservation equipment

The Capital investment on energy conservation equipment is insignificant.

B. TECHNOLOGY ABSORPTION

i) Efforts made towards technology absorption

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

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

Here's an overview:

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

• Salesforce Clouds:

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

• Provides personalized customer service, ensuring quick issue resolution.

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

• Enhances collaboration

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

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

• Middleware Platforms:

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

• Roche Infinity: Manages

laboratory and diagnostic data, ensuring accurate collection,

processing, and reporting for precise diagnostic results.

ii) Benefits derived from technology absorption

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

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

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

Year of Import : N.A.

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

iv) Expenditure incurred on Research and development : Nil

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

i) Foreign Exchange inflow : INR 3,633.65 Lakhs

ii) Foreign Exchange outflow : INR 741.02 Lakhs

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

Your Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company has an Internal Complaints Committee, providing a redressal mechanism pertaining to sexual harassment of women employees at the workplace, the details of which are given in the Corporate Governance Report. During the year under review, no complaint was received and one complaint of previous financial year was resolved by the Company.

Compliance with Secretarial Standards

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

Annual Return

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

Other Disclosures

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

• Your Company has not accepted/invited deposits from the public falling within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 and has not taken any loan from the Promoter Directors.

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

• No significant and material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company's operations in the future.

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

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

Cautionary Statement

The statements in this Report, particularly those which relate to Management Discussion and Analysis as explained in a separate Section in this Report, describing the Company's objectives, projections, estimates, and expectations may constitute 'forwardlooking statements' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement, depending on the circumstances.

Appreciations

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