Metropolis Healthcare held its Board of Directors meeting on Wednesday, May 13, 2026, pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The board approved the audited standalone and consolidated financial results for the quarter and financial year ended March 31, 2026, declared a 2nd interim dividend, approved a change in statutory auditors, and noted a transition in senior management. The meeting commenced at 02:16 p.m. (IST) and concluded at 05:30 p.m. (IST), with the intimation signed by Kamlesh C Kulkarni, Head – Legal & Secretarial. The company has also set a positive growth target of 13-15% for FY27, even as Q4FY26 results came in below market expectations.

Q4FY26 Consolidated Highlights

Metropolis Healthcare reported Q4FY26 consolidated performance, with revenue growing 23% YoY to INR 425 Cr, EBITDA surging 71% YoY to INR 108 Cr, and Profit After Tax (PAT) rising 75% YoY to INR 51 Cr. The company also crossed the milestone of 5,000+ centres, strengthening accessibility and market presence across India. Patient volumes grew 11% YoY and test volumes increased 14% YoY, reflecting sustained demand momentum and deeper market penetration. B2C revenues grew 20% YoY, driven by rising adoption of preventive and specialised testing, while B2B revenues increased 28% YoY, aided by strong client retention and hospital outsourcing opportunities. TruHealth and Specialty portfolios grew 24% YoY and 31% YoY respectively, reflecting increasing consumer preference for preventive healthcare and advanced diagnostics. Revenue per Patient (RPP) improved 11% YoY, while Revenue per Test (RPT) increased 8% YoY, supported by favourable mix and higher contribution from specialised testing.

The table below summarises Q4FY26 consolidated financial performance:

FY26 Full-Year Consolidated Performance

For the full financial year, the Group delivered robust results. Consolidated revenue from operations grew to Rs. 1,64,584.59 lakhs from Rs. 1,33,120.28 lakhs in the prior year. Total consolidated income reached Rs. 1,67,143.03 lakhs versus Rs. 1,34,631.60 lakhs. Net profit for the year attributable to owners of the company was Rs. 19,001.74 lakhs, up from Rs. 14,496.83 lakhs. The auditors issued an unmodified opinion on the consolidated annual financial results. The Group operates in a single reportable segment — Pathology service.

Key consolidated financial metrics are presented below:

Additional consolidated metrics from the audited results are as follows:

Exceptional items of Rs. 898.96 lakhs were recognised at the consolidated level for the full year, relating to the statutory impact of the new Labour Codes notified by the Government of India on November 21, 2025, which consolidate 29 existing labour laws.

Standalone Financial Performance

On a standalone basis, Metropolis Healthcare reported strong growth for the financial year ended March 31, 2026. Revenue from operations rose to Rs. 1,36,547.17 lakhs from Rs. 1,21,575.19 lakhs in the previous year. Total income stood at Rs. 1,38,180.29 lakhs versus Rs. 1,23,279.84 lakhs. Profit for the year (including discontinued operations) came in at Rs. 15,748.33 lakhs compared to Rs. 12,479.60 lakhs previously. The statutory auditors, B S R & Co. LLP, issued an unmodified audit opinion on the standalone annual financial results.

The following table summarises the key standalone financial metrics:

For the quarter ended March 31, 2026, standalone revenue from operations was Rs. 35,203.12 lakhs versus Rs. 31,168.61 lakhs in the corresponding quarter of the previous year. Profit for the quarter stood at Rs. 4,323.62 lakhs compared to Rs. 2,385.06 lakhs. Exceptional items of Rs. 795.67 lakhs were recognised for the full year, representing the statutory impact of the new Labour Codes, with the company restructuring employee compensation with effect from April 1, 2026.

Management Commentary

Ms. Ameera Shah, Promoter and Executive Chairperson, commented: "The diagnostics industry in India is evolving towards more organised and science-led platforms, driven by increasing focus on trust, accuracy and clinical excellence. At Metropolis, our focus on scientific excellence, strong doctor relationships and advanced diagnostics positions us well in this evolving healthcare landscape. In Q4FY26, Metropolis delivered robust growth, with revenue increasing 23% YoY, while expanding our network beyond 5,000 centres across India. With healthcare increasingly moving towards preventive and personalised care, we remain committed to building a differentiated diagnostics platform driven by quality, innovation and customer trust."

Mr. Surendran Chemmenkotil, Managing Director, added: "FY26 was an important year from an execution and operating transformation standpoint for Metropolis. Growth during the year was driven by healthy patient volumes, improved mix and stronger realisations, without any price increase in Q4, reflecting the strength of the underlying demand environment. We also made steady progress in productivity, network utilisation, lab optimisation and acquisition integration, supporting operating leverage and meaningful margin expansion. Going forward, we remain focused on driving sustainable growth, improving network throughput and delivering further efficiency-led margin expansion over the medium term."

FY27 Growth Outlook

Metropolis Healthcare has set a growth target of 13-15% for FY27, signalling management's confidence in sustaining momentum despite Q4FY26 results coming in below market expectations. The company's focus on network expansion, preventive healthcare adoption, and operating efficiencies underpins this outlook.

Dividend Declaration and Bonus Shares

The board declared a 2nd Interim Dividend of Re. 1/- (Indian Rupee One only) per equity share of face value INR 2/- each for the financial year 2025-26. The record date for the dividend payment is Tuesday, May 19, 2026, and the dividend will be paid within 30 days of its declaration. During the financial year, the board had earlier approved a 1st interim dividend of Rs. 4/- per equity share on 5,18,21,982 equity shares, resulting in a total payout of Rs. 20,72,87,928/-. The 2nd interim dividend of Re. 1/- per equity share covers 20,73,31,968 equity shares (post bonus share issuance of 3:1), resulting in a total payout of Rs. 20,73,31,968. The company also issued and allotted 15,54,95,826 Bonus Equity Shares in the ratio of 3:1 — three new fully paid-up equity shares of face value INR 2/- each for every one existing fully paid-up equity share, approved by the Board on February 4, 2026, and by shareholders on March 8, 2026.

Change in Statutory Auditors

Based on the recommendation of the Audit Committee, the Board approved and recommended for shareholder approval at the ensuing 26th Annual General Meeting (AGM) the appointment of M/s. Deloitte Haskins & Sells Chartered Accountants LLP (FRN: 117364W/W100739) as Statutory Auditors of the Company. The appointment is for a period of five consecutive years from the conclusion of the 26th AGM till the conclusion of the 31st AGM. Deloitte Haskins & Sells Chartered Accountants LLP was constituted in 1997 and converted to an LLP with effect from June 2, 2021, and is registered with the ICAI (Registration No. 117364W/W100739). The retiring auditors, M/s. B S R & Co. LLP, will complete their second term of appointment at the ensuing AGM.

Senior Management Change and Business Acquisitions

The Board noted the transition of Dr. Nilesh Shah from his full-time role as President – Internal Assurance to an advisory role, effective May 14, 2026. Consequently, Dr. Nilesh Shah ceased to be classified as Senior Management Personnel of the Company from the close of business hours on May 13, 2026.

During the financial year, the Group completed several strategic acquisitions to expand its pathology network. Key transactions are summarised below:

On the income tax front, the Income Tax Department had conducted searches at the Company's premises on November 16, 2022, and raised a demand of Rs. 7,306.46 lakhs for AY 2014-15 to AY 2023-24. Pursuant to rectification applications, demands for 7 assessment years have been reduced to Rs. 3,880 lakhs. The Company carries a provision of Rs. 1,964.04 lakhs against this probable liability. The CIT(A) has allowed majority of grounds in favour of the Company for all 10 assessment years. The ITAT, Mumbai hearing was partially heard on April 21, 2026, with the next hearing scheduled for May 14, 2026.

Trading Window Closure

In accordance with the Company's Code of Conduct for Prevention of Insider Trading, the Trading Window for dealing in the securities of the company was closed from April 01, 2026, to May 15, 2026 (both days inclusive), applicable to all designated persons as a standard compliance measure ahead of the announcement of financial results.

Metropolis Healthcare Limited's Nomination and Remuneration Committee convened on May 13, 2026, approving two significant employee benefit actions: the allotment of equity shares under its existing RSU plan and the grant of fresh stock benefits under its 2025 schemes. The meeting commenced at 09:00 a.m. (IST) and concluded at 12:10 p.m. (IST).

Allotment of Equity Shares Under MHL-RSU Plan, 2020

The committee approved the allotment of 4,200 equity shares against Restrictive Stock Units (RSUs) vested in and exercised by employees under the Metropolis – Restrictive Stock Unit Plan, 2020. The shares were issued at an exercise price of INR 2/- per share, with nil premium, aggregating to a total consideration of INR 8,400/-. The allotted shares rank pari-passu in all respects with the existing equity shares of the company.

The key details of the equity share allotment are summarised below:

The in-principle approvals for listing of these shares were received from BSE Limited vide letter no. DCS/ESOP/IP/RD/037/2026-27 dated April 23, 2026, and from the National Stock Exchange of India Limited vide letter no. NSE/LIST/54376 dated April 23, 2026.

Grant of Stock Benefits Under 2025 Schemes

In addition to the share allotment, the committee also approved the grant of stock benefits to eligible employees under two separate schemes introduced in 2025. These grants cover both RSU units and stock options, with structured vesting and exercise timelines.

The details of the stock benefit grants are as follows:

Key Highlights

• The allotted equity shares are issued under the MHL-RSU Plan, 2020, pursuant to RSUs vested and exercised by employees.
• 50% of the equity shares allotted to each RSU holder are subject to a lock-in period of one year from the date of allotment, expiring on May 13, 2027.
• Fresh grants under the Metropolis – RSU Plan, 2025, and Metropolis – ESOP Plan, 2025, cover a combined total of 2,26,581 units and options for eligible employees.
• Both 2025 schemes are compliant with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.
• The ESOP options under the 2025 plan carry an exercise price of INR 375.62/- per option, while RSU units are priced at face value of INR 2/- per unit.

The disclosures were made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the requisite annexures have been submitted to the stock exchanges.