Metropolis Healthcare Ltd

Allotment under MHL-RSU Plan 2020

• Nomination and Remuneration Committee approved allotment of 9,516 equity shares at INR 2 per share.
• Aggregate consideration amounts to INR 19,032 against vested RSUs.
• Shares rank pari-passu with the existing equity shares.
• Date of issue: 14 October 2026.
• Lock-in on 50% of allotted shares for one year from allotment.
• Lock-in expiry date: 13 October 2027.
• Total issued shares after the issue: 20,74,63,396; total share capital INR 41,49,26,792.
• Distinctive numbers: 20,74,53,881 to 20,74,63,396.
• ISIN: INE112L01020.

Metropolis Healthcare Ltd closes trading window from September 29, 2026; reopens 48 hours after declaration of financial results for the quarter and half year ending September 30, 2026

Allotment details

• 66,312 equity shares allotted under MHL-RSU Plan 2020 at INR 2 per share.
• Aggregate value INR 1,32,624; shares rank pari-passu with existing equity.
• Date of issue: 09 September 2026; ISIN INE112L01020.
• Lock-in: 50% of shares for 1 year from allotment; expiry 08 September 2027.
• Distinctive numbers: 20,73,87,569 to 20,74,53,880 (inclusive).
• Total issued shares after issue: 20,74,53,880; share capital: INR 41,49,07,760.
• Listed on BSE and NSE; listing fees not applicable.

Restructuring details

• MQSPL board approved the Share Subscription Agreement with Medsource and Dr. Puneet Kumar Nigam.
• MQSPL board approved the Shareholders' Agreement with Medsource, MHL and Dr. Puneet Kumar Nigam.
• Medsource to invest INR 1.10 crore; Dr. Nigam INR 16 lakh in MQSPL.
• Post-transaction fully diluted stake: MHL 54.90%, Medsource 30.60%, Dr. Nigam 14.50%.
• OCRPS conversion: 10,000 shares to be converted in five-year tranches.
• Reason: consolidate External Quality Assessment Services under MQSPL.

Financial Performance

• Revenue: INR 1,646 crores; West 50%, South 27%, North 18%, East 5%.
• B2C contributes ~57% of revenue; majority from own centers.
• North India share rose to 7–8% last year; Q1 fastest growth.
• EBITDA margin: 24.4% last year; organic margin 25.9% after Core Diagnostics.
• Revenue CAGR: 17.6% over 3 years; FY26 CAGR: 23.6%; EBITDA CAGR: 18.6%.
• CAPEX and quality: CAP EQAS 99.99%; top 1% globally; 4,500 test menus.
• Network and people: 209 labs; 5,000+ centers; 700 owned centers; 6,000 employees; 15% productivity uplift.
• Specialty share ~42%; 2,200+ specialty tests; 380 new specialty tests added last year.
• TruHealth contributes ~20% of revenue; digital initiatives ~25% of business.
• International footprint: 5 countries, 24 labs; leadership in Kenya and Zambia; local cash generation.

Growth Strategy

• Strategy: technology-led, science-differentiated, profitable and sustainable growth.
• Five growth engines: network, TruHealth, specialty, genomics, inorganic.
• TruHealth: ~20% of revenue; adds diet, wellness adjacencies.
• Digital: 25% of business; direct-to-consumer via app/portal.
• Specialty and genomics: 42% of business; orthogonal testing under one roof.
• Network expansion: 750 towns; aim to deepen, 24 collection centers per lab to 35.

Network, Capex and Capabilities

• Radiology mini hubs: 100 planned; 50 upgrades; 15 new centers.
• 700 owned centers; total centers ~5,000; 24 collection centers per lab target to 35.
• 5000+ centers; 6,000 employees; productivity up 15%.
• Genomics and R&D: orthogonal testing; two CAP-accredited genomics labs; 2x genomics growth last year.

Outlook and Guidance

• FY27-28 EBITDA margin target: 27-28%.
• FY27 revenue growth guidance: 14-15%; CGHS uplift not assumed in this guidance.
• Q1 FY27 growth observed: 17%.
• Center utilization to drive margins; plan to add 250–300 centers per quarter.

Q&A Highlights

• Top-management KPIs: three buckets—present results, mid-term milestones, people/culture metrics.
• Longer-term margins: reinvestment to expand size; Core Diagnostics profitability improves later.
• M&A: focus on clean assets with strong integration playbook; opportunistic deals considered.
• International expansion: five countries; strong local leadership; profits generated locally.
• Radiology expansion: Insta60 home collections; 60-minute service pilot; 100 radiology mini hubs planned.
• Franchise mix: 750–800 own centers; rest franchise; Insta services expanding in metros first.

Meeting Details

• Date and time: August 27, 2026, 04:00 p.m. IST.
• Type/Mode: Investors & Analyst Meet; mode not specified.
• Event/organiser: Metropolis Healthcare Ltd.
• Recording availability: Audio recording accessible on company website.
• Key participants: Not disclosed in filing.

EQAS Division transfer

• EQAS Division transferred to MQSPL (subsidiary) as slump sale for INR 1.25 crore, settled via MQSPL equity shares.

Business overview

• Diagnostics provider with national network across India and five international markets.
• Revenue mix: B2C 57%, B2B 43% in FY26.
• FY26 revenue ₹1,646 Cr from core labs and services.
• Strategic focus on TruHealth, digital platforms, and automation.

Key operational highlights

• FY26: patient volume grew 12%, test volume 13%, with no price rise.
• Q1 FY27 revenue ₹450 Cr; YoY growth 17%.
• Q1 FY27 EBITDA margin 25.2%; up 210 bps YoY.
• 347 tests added FY26; 36 new tests launched in Q1 FY27.

Financial performance

• FY26 group margin 24.4%; organic margin 25.9%, up 140 bps.
• Dividend payout about 22% of PAT in FY26.
• Capex intensity 4% of revenue; ROCE improving.
• Guidance: full-year revenue growth 14–15% for FY27.

Capital structure & liquidity

• Promoter stake 48.9%; institutional holding 46.2%.
• Past exits: Warburg Pincus and Carlyle exited; no PE overhang.
• Regular dividend payout; no material debt actions disclosed.

Strategic priorities & outlook

• Five growth engines: Network, Science/Quality, Specialty, Technology, Inorganic.
• Target 1,000 own stores by FY29; 750 towns currently served.
• TruHealth to reach 25% of revenue; Specialty 45%.
• Centre-to-lab ratio rising to 35:1; network density expanding.

Governance & leadership

• Promoter-led governance with professional board; five independent directors.
• Shareholding profile: promoter 48.9%, institutions 46.2%.

Nature

• Board approves issuance of OCRPS by MQSPL, a Metropolis Healthcare subsidiary.

Entities Involved

• MQSPL is a wholly owned subsidiary of Metropolis Healthcare Limited.
• Proposed allottee: Dr. Puneet Kumar Nigam, former Chief Quality Officer; not part of promoter group.

Key Transaction Details

• OCRPS issued at par: 10,000 units of INR 10 each, total INR 1,00,000.
• Conversion planned in tranches; 1:1 ratio; timeframe up to six years.
• Not a related party transaction.
• Outside Scheme of Arrangement; Regulation 37A not applicable.

Financial Impact

• MQSPL has not commenced business and has no turnover.
• OCRPS consideration totals INR 1 lakh.

Shareholder/Related Party

• Post-conversion, MQSPL will cease to be a wholly owned subsidiary but remain a subsidiary.
• Buyer not promoter group.

Approvals & Timeline

• Conversion is expected to be completed over up to six years.
• Timeline subject to terms and conditions of OCRPS issuance.

Meeting Details

• Date and time: August 27, 2026, 04:00 p.m. IST onwards.
• Event: Large-format Investors & Analysts Meet (Group Meeting).

Participants

• Key company participants not disclosed in filing.

Purpose

• Purpose: investor interaction based on publicly available information.
• Discussions will be based on public information; UPSI not intended.

Additional Notes

• Intimation also available on Metropolis Healthcare website.