Metropolis Healthcare disclosed that its wholly owned subsidiary, Metropolis Quality Solutions Private Limited (MQSPL), has approved the issuance of Optionally Convertible Redeemable Preference Shares (OCRPS). The board authorized the offer on August 20, 2026, as part of a strategic capital structure adjustment for the newly incorporated entity.

The issuance involves 10,000 OCRPS with a face value of ₹10 each, issued at par. The total consideration amounts to ₹1,00,000. Dr. Puneet Kumar Nigam, the former Chief Quality Officer of the company, is the proposed allottee. The disclosure confirmed that Dr. Nigam does not belong to the promoter or promoter group of the listed entity.

Transaction Structure

The OCRPS will convert into equity shares at a ratio of 1:1. This conversion is subject to specific terms and conditions attached to the issuance and will be executed in tranches. The complete conversion process is expected to take up to six years.

Upon successful subscription and subsequent conversion, MQSPL will cease to be a wholly owned subsidiary but will remain a subsidiary of Metropolis Healthcare. The transaction falls outside the scope of a Scheme of Arrangement, and Regulation 37A of the SEBI Listing Regulations is not applicable.

Subsidiary Profile

MQSPL was incorporated on September 15, 2025, under the Indian Companies Act, 2013. As a newly formed entity, it has not yet commenced business operations. Consequently, it contributed no turnover, revenue, income, or net worth to the parent company during the last financial year.

The disclosure was made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Kamlesh Chandrashekhar Kulkarni, Head – Legal & Secretarial, signed the intimation sent to BSE Limited and National Stock Exchange of India Limited.

Metropolis Healthcare Limited concluded its 26th Annual General Meeting (AGM) on August 18, 2026, with shareholders approving key corporate governance resolutions and financial outcomes for the fiscal year ended March 31, 2026. The meeting, conducted via video conferencing in compliance with Ministry of Corporate Affairs circulars, commenced at 10:00 am and concluded at 10:54 am IST.

The primary financial resolution involved the confirmation of dividend payments for FY26. Shareholders approved the payment of a first interim dividend of ₹4.00 and a second interim dividend of ₹1.00 per equity share, bringing the total payout to ₹5.00 per share for the year. This distribution reflects the company's capital return strategy following the adoption of its audited standalone and consolidated financial statements.

Governance and Appointments

The AGM addressed several critical governance matters, including the re-appointment of board members and external auditors. Dr. Aparna Rajadhyaksha was re-appointed as a director liable to retire by rotation. A special resolution was passed to approve the re-appointment of Dr. Sushil Shah as a Non-Executive Non-Independent Director, along with the continuation of his directorship under SEBI Listing Regulations. The remuneration payable to Dr. Shah was also approved via a special resolution.

Auditor Ratifications

Shareholders appointed M/s. Deloitte Haskins & Sells Chartered Accountants LLP as the Statutory Auditors for the company and fixed their remuneration. Additionally, the remuneration for M/s. Joshi Apte & Associates, the Cost Auditors for the financial year 2026-27, was ratified.

Voting Results

The scrutinizer’s report, submitted by AVS & Associates on August 19, 2026, detailed the voting outcomes for the resolutions. The cut-off date for voting eligibility was August 11, 2026. Remote e-voting was conducted from August 14 to August 17, 2026, while electronic voting took place during the AGM.

Overall participation was high, with approximately 87.09% of outstanding shares polled across most resolutions. The promoter group, holding 9,92,11,984 shares, voted in favour of all resolutions without any dissenting votes. Public institutional holders showed strong support, though minor dissent was recorded on specific governance items.

Notably, the re-appointment of Dr. Aparna Rajadhyaksha saw 23,12,499 votes against (1.28%), primarily from public institutional holders. Similarly, the remuneration for Dr. Sushil Shah faced 23,95,937 votes against (1.33%). All other resolutions, including the adoption of financial statements and the dividend payout, received near-unanimous or unanimous support.

Meeting Proceedings

Ms. Ameera Shah, Chairperson & Whole-time Director, presided over the meeting, providing an overview of the company’s performance in FY25-26 and outlining strategic priorities. The quorum was established with 40 shareholders attending through video conferencing.

The e-voting process, administered by National Securities Depository Limited (NSDL), allowed remote voting from August 14 to August 17, 2026. Voting during the AGM remained open for 15 minutes for those who had not cast remote votes. Mr. Vijay Yadav of M/s. AVS & Associates served as the scrutinizer for the e-voting process.

Statutory auditors from BSR & Co. LLP, internal auditors from PricewaterhouseCoopers Services LLP, secretarial auditors from Manish Ghia & Associates, and cost auditors from Joshi Apte & Associates were present to address shareholder queries. The complete voting results and scrutinizer’s report have been published on the BSE, NSE, and NSDL websites.