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EQUITY - MARKET SCREENER

Dr Lal Pathlabs Ltd
Industry :  Healthcare
BSE Code
ISIN Demat
Book Value()
539524
INE600L01024
147.5152509
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
LALPATHLAB
52.41
27595.69
EPS(TTM)
Face Value()
Div & Yield %
31.41
10
1.24
 

As on: Jul 05, 2026 01:17 PM

Dear Members,

Your Directors have pleasure in presenting the 32nd Annual Report on the business and operations of your Company along with the audited statement of accounts for the Financial Year ended March 31, 2026.

FINANCIAL RESULTS

The nancial performance of your Company for the year ended March 31, 2026, is summarized below:

Consolidated Standalone

Particulars

Year ended Year ended Year ended Year ended
March 31, 2026 March 31, 2025 March 31, 2026 March 31, 2025
Total Income 28,642 25,548 27,603 24,631
Total Expenses 21,650 19,301 20,700 18,418
Pro t before Exceptional Items and Tax 6,992 6,247 6,903 6,213
Exceptional Items 301 - 301 -
Pro t before Tax (PBT) 6,691 6,247 6,602 6,213
Pro t after Tax (PAT) 5,098 4,922 5,082 4,973

FINANCIAL PERFORMANCE I. Consolidated Performance

During the Financial Year 2025-26, the Company reported a Consolidated Total Income of Rs. 28,642 Million compared to Rs. 25,548 Million in the previous year. The Consolidated Pro t after Tax of the Company stood at Rs. 5,098 Million compared to Rs. 4,922 Million in the previous year.

II. Standalone Performance

During the Financial Year 2025-26, the Company reported a Standalone Total Income of Rs. 27,603 Million compared to Rs. 24,631 Million in the previous year. The Standalone Pro t after Tax of the Company stood at Rs. 5,082 Million compared to Rs. 4,973 Million in the previous year.

CONSOLIDATED ACCOUNTS

The consolidated nancial statements of your Company for the Financial Year 2025-26 are prepared in compliance with applicable provisions of the Companies Act, 2013, Indian Accounting Standards and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The consolidated nancial statements have been prepared on the basis of audited nancial statements of the Company and its Subsidiaries, as approved by their respective Board of Directors.

DIVIDEND

During the year under review, your Company paid dividends as under:

Date of Declaration

Dividend Type Financial Year Dividend per Share (face value of Rs. 10/- each)
June 28, 2025 Final Dividend 2024-25 Rs. 6/-
July 31, 2025 1st Interim Dividend 2025-26 Rs. 6/-
October 31, 2025 2nd Interim Dividend 2025-26 Rs. 7/-
January 30, 2026 3rd Interim Dividend 2025-26 Rs. 3.5/-

In addition to above, your Directors are pleased to recommend nal dividend of Rs. 4/- per equity share of face value of Rs. 10/- each for the Financial Year 2025-26, for approval by the Members at the 32nd Annual General Meeting of the Company.

The Dividend Distribution policy is available on the website of the Company at: https://media.lalpathlabs.com/2024-08/Dividend-Distribution-Policy.pdf.

TRANSFER TO RESERVES

During the year under review, no amount has been transferred to the General Reserve of the Company from current year pro ts.

CHANGE IN SHARE CAPITAL I. Bonus Issue of Equity Shares

The Board of Directors (i) with a view of Celebrating ten (10) years Listing Anniversary and (ii) to reward the

Members for their continued support throughout these years, in their meeting on October 31, 2025, recommended issue of Bonus Equity Shares in proportion of 1:1 i.e., One (1) new fully paid-up equity share of face value of Rs. 10/- each for every One (1) existing fully paid-up equity share of face value of Rs. 10/- each, to eligible Members of the Company by capitalizing a sum of Rs. 837.75 Million from and out of Security Premium account of the Company.

In view of the above recommendation, the Members by way of postal ballot approved the resolution for issuing bonus equity shares on December 7, 2025.

Accordingly, the Board of Directors on December 22, 2025 has issued and allotted 8,37,75,510 equity shares of face value of Rs. 10/- each as fully paid-up bonus equity shares.

II. Authorised Share Capital

During the year under review, in order to facilitate issue of Bonus Equity Shares, the Board of Directors in their meeting on October 31, 2025, recommended the proposal to the Members for increasing the Authorised

Share Capital of the Company from Rs. 1,07,96,00,000/- divided into 10,79,60,000 equity shares of face value of Rs. 10/- each to Rs. 2,00,00,00,000/- divided into 20,00,00,000 equity shares of face value of Rs. 10/- each.

In view of the above recommendation, the Members by way of postal ballot approved the resolution for increasing

Authorised Share Capital on December 7, 2025.

III. Paid-up Share Capital

During the year under review, the paid-up equity share capital of the Company has been increased from

Rs. 83,59,17,350/- divided into 8,35,91,735 equity shares of face value of Rs. 10/- each to Rs. 1,67,55,50,200/- divided into 16,75,55,020 equity shares of face value of Rs. 10/- each pursuant to allotment of equity shares as detailed below:

Issue Type

Date of Allotment Number of Equity Shares allotted
1 ESOP May 30, 2025 1,83,775
2 Bonus December 22, 2025 8,37,75,510
3 ESOP January 30, 2026 4,000

TOTAL

8,39,63,285

These equity shares rank pari-passu with the existing equity shares of the Company in all respects.

During the year under review, your Company has not issued any equity shares with differential rights or Sweat equity shares.

EMPLOYEES STOCK OPTION PLAN / SCHEME

During the year under review, the Members by way of postal ballot on December 7, 2025, basis recommendation of Board of Directors approved:

1. ‘Dr. Lal PathLabs Employee Restricted Stock Unit Plan 2025' ("RSU 2025") for issuing Stock Options to the Employees of the Company.

2. Reduction of Options Reserve under ‘Dr. Lal PathLabs Employee Stock Option Plan 2022' ("ESOP 2022") and transfer of such Options Reserve to RSU 2025.

Further, in view of the bonus issue, appropriate adjustments have been made in the RSU/ ESOP Plans of the Company, in terms of Number of Options/ Shares and Exercise/ Grant Price etc.

The Company has received requisite in-principle approval(s) from the Stock Exchange(s) in relation to the Company's ESOP/ RSU Scheme/Plan(s) including adjustment(s) made pursuant to Bonus Issue 2025, in compliance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other Statutory and Regulatory requirements as may be applicable.

The Scheme/Plan(s) of the Company are implemented in compliance with relevant/ applicable ESOP Regulations/ Guidelines. The disclosure as required under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is available on the website of the Company at www.lalpathlabs.com.

SUBSIDIARIES

The Member(s) of Suburban Diagnostics (India) Private Limited, Wholly Owned Subsidiary ("Suburban"), in the Extraordinary General Meeting on February 06, 2025, accorded approval for voluntary liquidation of Suburban and expeditious consolidation of its business with the Company on a going concern, subject to the compliance of applicable laws.

Further, pursuant to the voluntary liquidation process, the

Liquidator of Suburban, distributed its entire business undertaking to the Company on a going concern basis, with effect from close of business hours of March 18, 2025.

During the year under review, in respect of on-going voluntary liquidation of Suburban, the Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench-I vide its order reserved on February 27, 2026 approved dissolution of Suburban. The NCLT order was led with the Registrar of Companies. Accordingly, Suburban stands dissolved.

A report on the performance and nancial position of each of the Subsidiaries and their contribution to the overall performance of the Company for the Financial Year ended

March 31, 2026 in Form AOC -1 as per the provisions of Companies Act, 2013 is attached herewith as Annexure - 1 and forms an integral part of this Annual Report.

The Annual Accounts of the each of the Subsidiaries shall also be made available to the Members of the Company/ Subsidiary Companies seeking such information at any point of time. The Annual Accounts of the Subsidiary Companies are also available under investors section on the website of the Company at www.lalpathlabs.com.

The Company has formulated a policy for determining material

Subsidiaries. The said policy is available on the website of the Company at https://media.lalpathlabs.com/2025-01/Policy-for-Determining-Material-Subsidiaries.pdf.

TRANSFER OF UN-CLAIMED DIVIDEND AND EQUITY SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, pursuant to the provisions of Section 125 of the Companies Act, 2013 read with IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), as amended from time to time, your Company has duly transferred Un-claimed Dividends and Un-claimed Equity Shares to IEPF Authority as detailed below:

Particulars

Unclaimed Dividend (In Rs.) No. of Equity Shares
1 Final Dividend Financial 39,078/- 01
Year 2017-18
2 Interim Dividend Financial 30,443/- 162
Year 2018-19

Further, the Bonus Equity Shares allotted pertaining to the Equity Shares already transferred to IEPF in terms of applicable rules, were also transferred to IEPF as detailed below:

Particulars

Shares already held in IEPF Account Bonus Shares transferred to IEPF Account
Bonus Issue 2025 349 349

In view of above, Dividend(s) declared during the year under review pertaining to equity shares already transferred to demat account of the IEPF Authority, were also credited to the IEPF Account.

The Claimant(s), whose un-claimed amount/ share(s) has been transferred by the Company to IEPF Account may claim their amount/ share(s) by complying with the procedure stipulated in the IEPF Rules.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

No material changes and commitments, other than disclosed as part of this report, affecting the nancial position of the Company have occurred between March 31, 2026, and the date of the report.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposit within the meaning of Section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached in the prescribed format herewith as Annexure-2 and forms an integral part of this Annual Report.

Particulars of employee remuneration, as required under

Section 197(12) of the Companies Act, 2013 read with

Rule 5(2) and 5(3) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014 forms an integral part of this Annual Report. In terms of the provisions of the rst proviso to Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to Members, excluding the aforementioned information. Any Member interested in obtaining a copy of such statement may write to the Company

Secretary of the Company at cs@lalpathlabs.com.

AUDIT COMMITTEE

The composition of Audit Committee has been detailed in the Corporate Governance Report, forms an integral part of this

Annual Report.

All recommendations made by the Audit Committee have been accepted by the Board of Directors.

DIRECTORS

I. Retirement by rotation and subsequent re- appointment

Mr. Rahul Sharma (DIN: 00956625), Non-Executive

Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Quali cation of Directors) Rules, 2014 and being eligible offers himself for re-appointment.

The Board of Directors basis recommendation of Nomination and Remuneration Committee, recommended his re-appointment to the Members for approval.

II. Re-appointment(s) i. Re-appointment of Executive Chairman and Whole-Time Director

The Members of the Company re-appointed (Hony) Brig Dr Arvind Lal (DIN: 00576638) as Executive Chairman and Whole-Time Director of the Company for a period of ve (5) consecutive years effective from April 01, 2022 on such terms and conditions including remuneration as mentioned in notice of postal ballot dated October 26, 2021. The present tenure of (Hony) Brig Dr Arvind Lal as Executive Chairman and Whole-Time Director is set to complete on March 31, 2027.

Considering (Hony) Brig Dr Arvind Lal's background, experience & contribution made towards the growth/ success of the Company and basis the performance evaluation exercise, the Board of Directors on April 30, 2026, basis recommendation of Nomination and Remuneration Committee, recommended his re-appointment (including remuneration structure) effective from April 1, 2027 as Executive Chairman and Whole-Time Director of the Company for a further period of ve (5) consecutive years to the Members for approval.

ii. Re-appointment of Non-Executive Independent

Director(s)

During the year under review, basis recommendation of Board of Directors and Nomination &

Remuneration Committee, the Members of the Company in their 31st Annual General Meeting on June 28, 2025 re-appointed, Mr. Rohit Bhasin (DIN: 02478962) as a Non-Executive Independent Director, for a term of ve (5) consecutive years commencing from November 08, 2025 and reappointed Mr. Arun Duggal (DIN: 00024262) as a

Non-Executive Independent Director, for a term of three (3) consecutive years effective from February

02, 2026.

Further, the Board of Directors on April 30, 2026, basis recommendation of Nomination and Remuneration Committee, recommended reappointment of Mr. Rajit Mehta (DIN: 01604819) as a Non-Executive Independent Director, for a period of ve (5) consecutive years effective from July 27, 2026.

The Board considered the re-appointment of Mr. Rahul Sharma, (Hony) Brig Dr Arvind Lal and Mr. Rajit Mehta are in the interest of the Company and hence recommends the same to the Members for their approval. Brief pro le(s) and appropriate resolution(s) for re-appointment of

Mr. Rahul Sharma, (Hony) Brig Dr Arvind Lal and Mr. Rajit

Mehta are detailed in the Notice convening the 32nd

Annual General Meeting of your Company.

III. Declaration of Independence from Independent Directors

Your Company has received declarations from all the

Independent Directors con rming that they meet the criteria of independence as prescribed under Section 149 of the Companies Act, 2013 and Rules made thereunder read with Schedule IV as well as Regulations 16 & 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In the opinion of the Board, all the Independent Directors ful l the criteria of independence as speci ed in the Companies Act, 2013 and Rules made thereunder read with Schedule IV as well as Regulations 16 & 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are independent from the Management.

Further, all the Directors including Independent Directors of the Company possess appropriate skills, experience & knowledge in one or more elds viz. Board & Governance, Finance,

Accounting & Finance Reporting, Information Technology and Specialized Industry & environmental knowledge or other disciplines related to Company's business.

KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 2(51) and 203 of the Companies Act, 2013 read with Rules made thereunder, following were the Key Managerial Personnel (KMPs) of the

Company as on March 31, 2026:

i. (Hony) Brig Dr Arvind Lal Executive Chairman ii. Dr Vandana Lal Whole Time Director iii. Mr. Shankha Banerjee Chief Executive Of cer (CEO) iv. Mr. Ved Prakash Goel Group Chief Financial Of cer & CEO International Business v. Mr. Vinay Gujral Company Secretary & Compliance Of cer

During the Financial Year under review, there was no change in the KMPs of the Company.

ANNUAL EVALUATION OF BOARD'S PERFORMANCE

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board have carried out annual evaluation of (i) its own performance; (ii) Performance of Individual Directors; (iii)

Performance of Chairman of the Board; and (iv) Performance of all the Committees of the Board for the Financial Year 2025-26.

A structured questionnaire was prepared covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of speci c duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the

Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Non-Independent Directors and Chairman of the Board was carried out by the Independent Directors taking into account the views of Executive Directors and Non-Executive Directors.

The Directors expressed satisfaction with the evaluation process.

Further, the evaluation process con rms that the Board and its Committees continue to operate effectively, and the performance of the Directors and the Chairman is satisfactory.

NOMINATION & REMUNERATION POLICY

In compliance with the provisions of Section 178 of the Companies Act, 2013 and Rules made thereunder, the Board on the recommendation of the Nomination & Remuneration Committee of the Company has framed a policy for selection and appointment of Directors, Key Managerial Personnel,

Senior Management Personnel and their remuneration.

The Nomination and Remuneration Policy, as amended from time to time is attached herewith as Annexure - 3 and forms an integral part of this Annual Report and the same can also be accessed on the website of the Company at: https://media. lalpathlabs.com/2025-05/Nomination-&-Remuneration-Policy.pdf.

NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES

The Board met four (4) times during the Financial Year 2025-26. The details of the meeting of the Board and its Committees thereof are given in the Corporate Governance Report, and forms an integral part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors con rm that:

a) in the preparation of the annual accounts for the Financial

Year ended March 31, 2026, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

b) the Directors have 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 your Company as at March 31, 2026 and of the pro t of the Company for the Financial Year ended March 31, 2026;

c) proper and suf cient care has been taken by the Directors for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,

2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a ‘going concern' basis by the Directors;

e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal nancial controls are adequate and were operating effectively; and

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

AUDITORS AND AUDITORS' REPORT I. Statutory Auditors

The Members of the Company in their 28th Annual

General Meeting on June 30, 2022, re- appointed M/s Deloitte Haskins & Sells LLP, Chartered Accountants, (Firm Registration No. 117366W/W100018) as the Statutory Auditors of the Company to hold of ce for their second term of ve (5) years i.e. from the conclusion of

28th Annual General Meeting till the conclusion of 33rd Annual General Meeting of the Company, to be held in calendar year 2027.

M/s Deloitte Haskins & Sells LLP, Chartered Accountants, Statutory Auditors have con rmed that they have not been disquali ed to act as Statutory Auditors of the

Company and that their continuation is within the ceiling limit as prescribed under section 141 of the Companies Act, 2013 and/ or other relevant statue.

Further, the Statutory Auditors of the Company have not reported any fraud as speci ed under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modi cation(s) or re-enactment(s) for the time being in force).

The Statutory Auditors Report for the Financial Year ended March 31, 2026, does not contain any quali cation or reservation. The Auditors' Report being self-explanatory does not call for any further comments from the Board of Directors.

II. Secretarial Auditors

The Members of the Company in their 31st Annual General Meeting on June 28, 2025 appointed M/s Chandrasekaran Associates, Company Secretaries, (Firm Registration No. P1988DE002500) as Secretarial Auditors of the Company for a term of ve (5) consecutive Financial Years commencing from Financial Year 2025-26 to Financial Year 2029-30.

M/s Chandrasekaran Associates, Company Secretaries have con rmed that they are not disquali ed to act as Secretarial Auditors of the Company.

The Secretarial Audit Report for the Financial Year ended March 31, 2026, is attached herewith as Annexure - 4 and forms an integral part of this Annual Report. The Secretarial Audit Report is self-explanatory and does not contain any quali cation or reservation.The Auditors'

Report being self-explanatory does not call for any further comments from the Board of Directors.

III. Cost Auditors

In terms of the Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost accounting records and get them audited every year.

Accordingly, such accounts and records were made and maintained for the Financial Year ended March 31, 2026.

The Board of Directors, basis the recommendation of the Audit Committee, re-appointed M/s A.G. Agarwal &

Associates, Cost and Management Accountants, as Cost Auditors of the Company for the Financial Year ending on March 31, 2027, at a fee of Rs. 2,00,000/- (Rupees Two Lakh Only) plus applicable taxes and reimbursement of out of pocket expenses subject to the rati cation of the said fees by the Members at the ensuing Annual

General Meeting.

ANNUAL RETURN

Pursuant to the Section 92(3) of the Companies Act, 2013, the draft of Annual Return of the Company in Form MGT-

7 is available on the website of the Company at https:// media.lalpathlabs.com/2026-06/8482c01a-a79d-4e48-b100-ab54c2b73671.pdf.

RELATED PARTY TRANSACTIONS

In compliance with the requirements of the Companies

Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 your Company has formulated a Policy on Related Party Transactions which is available on Company's website at https://media.lalpathlabs. com/2026-02/e2734ad1-6dc6-4e03-991d-62ad36076310.pdf.

The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its Related Parties. All Related

Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions, which are of repetitive nature and / or entered in the ordinary course of business and are at arm's length.

All Related Party Transaction entered during the year were in ordinary course of business and are at arm's length. No Material Related Party Transaction as per the limits speci ed under the Companies Act, 2013 and/ or SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015, was entered during the year under review by your Company.

Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

LOANS, GUARANTEES AND INVESTMENTS

In terms of the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meeting of Board and its Powers) Rules, 2014 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, details of Investments are set out at Note No.49 to the Standalone Financial Statements of the Company.

During the year under review, the Company has not given any loan or provided any guarantees pursuant to Section 186 of the Companies Act, 2013.

RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed to manage the risks in a proactive and ef cient manner. Your Company periodically assesses risk elements in the internal and external environment and incorporates risk treatment plans in its strategy, business and operational plans.

Your Company, through its Risk Management Policy, strives to contain impact and likelihood of the risks within the risk appetite as agreed from time to time with the Board of Directors. The Company has a Risk Management Committee to identify elements of risk in different areas of operations; the details of the Risk Management Committee are given in the Corporate Governance Report forms an integral part of this Annual Report.

WHISTLE BLOWER MECHANISM

Your Company has a Whistle Blower Mechanism in place as required under Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. More details in this regard have been outlined in the Corporate Governance Report annexed to this report and are also available under Investors

Section on the Company's website at: www.lalpathlabs.com.

CORPORATE SOCIAL RESPONSIBILITY

For your Company, Corporate Social Responsibility (CSR) means the integration of social, environmental and economic concerns in its business operations. CSR involves operating Company's business in a manner that meets or exceeds the ethical, legal, commercial and public expectations. In alignment with vision of the Company, through its CSR initiative, your Company will enhance value creation in the society through its services, conduct and initiatives, so as to promote sustained growth for the society.

The Board of Directors of your Company has formulated and adopted a policy on CSR which can be accessed at: https:// uat-cdn.drlallab.com/2023-06/CSR-Policy.pdf.

The CSR Policy of your Company outlines the Company's philosophy for undertaking socially useful programs through the creation of a CSR Trust for welfare and sustainable development of the community at large as part of its

CSR Obligation.

The composition of CSR Committee and the disclosures as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time are provided in the Annual Report on CSR Activities attached herewith as Annexure - 5 and forms an integral part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis (MDA) Report gives details of the overall industry structure, developments, performance and state of affairs of the Company's business and other material developments during the Financial Year. The MDA report for the Financial Year 2025-26 is attached herewith as Annexure - 6 and forms an integral part of this

Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In compliance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report (BRSR) alongwith reasonable assurance on BRSR Core for Financial Year 2025-26 is attached herewith as Annexure - 7 and forms an integral part of this Annual Report.

CORPORATE GOVERNANCE REPORT

In compliance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a separate report on Corporate Governance for the Financial Year 2025-26 along with a certi cate from the Practicing Company Secretary on its compliance, is attached herewith as Annexure - 8 and forms an integral part of this Annual Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in compliance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("the POSH Act").

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee (ICC) as speci ed under the POSH Act.

The Company conducts sessions for employees to build awareness amongst employees about the Policy and the provisions of the POSH Act.

Status of Complaints under the POSH Act during the Financial Year 2025-26 is detailed below:

Particulars

Number
Number of complaint(s) of sexual harassment received in the year 1
Number of complaint(s) disposed off during the year 1
Number of case(s) pending for more than ninety days -
Number of case(s) pending at end of Financial Year -

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption, expenditure on R&D, and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is set out hereunder:

(A) CONSERVATION OF ENERGY

Steps taken or impact on conservation of energy, Step taken by the Company for utilising alternate source of energy and Capital Investment on energy Conservation equipment:

I. Maintaining the Power Factor up to 0.99 at locations of high consumption.

II. Labs/ PSC locations are equipped with LED Lights for saving energy in past years and all new labs are equipped with LED only.

III. Installed R32 refrigerant operated Inverter AC systems across the operations of the Company, which helps in conserving Ozone layer. IV. Automatic phase sequence corrector panel installed in all locations for saving the Diesel consumption. V. De-scaling of Chillers is being done semi-annual for better ef ciency & saving the energy. VI. RO wastewater recycling has helped in saving approx. 9125.3 KL of water in Financial Year 2025-26.

VII. ETP (Effluent Treatment Plant) installed in all satellite labs for wastewater treatment throughout the year to treat the liquid waste of labs, for keeping the environment clean.

VIII. In accordance with BMW Guidelines, all locations are equipped with Advance Autoclave by which Temperature, Pressure & Time are recorded automatically in graph and data.

IX. During Financial Year 2025-26, we have installed 42 KW Solar plant in Panchkula & Cochin lab. The Total current installed capacity of Solar power Plant(s) is 3.22 MW.

X. Commissioned 17 New CPCB IV Compliant DG in Pan India labs for reducing the carbon footprints.

XI. On-delay timers installed in electrical rooms of around 71 labs for protecting and extending to protect and extend the life of AC systems by reducing both energy consumption and maintenance requirements.

XI. Our solar plants generated 34.60 Lakh KWH of green energy during Financial Year 2025-26, directly displacing grid sourced electricity and resulting in the elimination of 2,515 Metric Tonnes of CO2 emissions during the year.

(B) TECHNOLOGY ABSORPTION

(i) Imported Technologies:

Processes / Technologies

Description

Date of Adoption or Import Absorption Benefits
1. Bioinformatics: In-house Software Development - MitoMIGHTTM Implementation of an end-to-end mitochondrial whole genome analysis software, which has a user-friendly interface, is cost-effective and compatible with multiple platforms with a quick turnaround time scalable to be used by small/medium sized labs/hospitals for reporting Mitochondrial Disorders. Sep, 2025 Fully High Sensitivity detection compared to other analysis softwares available in the market Optimized Toolstack
• Patient specific variant calling with reduced data noise
• Deep Annotation
Enterprise-Scale CLI
Supports both Paired End (Illumina/MGI) & Single End (Ion Torrent) sequencing platforms
Enterprise-Scale Graphical User Interface (GUI), which is easy to use by Doctors with no Bioinformatics knowledge
2. Histopathology processing Non toxic Fixative Extensive validation of an alternative non toxic, alcohol based, xative to formalin. Feb, 2025 Partial* Reduced toxicity better safety for technical staff, attendants and doctors working in grossing and processing areas.
Better disposal safe for the environment ESG impact.
• Reduction in processing time by reduction in number of steps required for alcohol, thus improving turn around times.
Foreseeing reduction in costs of processing the alcohol steps by reduction in the processing steps in alcohol
3. Data analytics - Smart Culture reporting algorithm for culture - Micro Intellisense Built inhouse culture reporting algorithm for reporting antimicrobial resistance Sep, 2025 Fully Fully customized AI-powered platform for culture reporting algorithm.
Incorporates the PK/PD insights + CLSI 2025 guidelines (Clinical and Laboratory Standards Institute), PK/PD (Pharmacokinetics and pharmacodynamics of the antibiotics).
Enhanced Insights: BMQ Value, (breakpoint to MIC quotient) Reflects the predicted ef cacy of the drug
• Added clinical recommendations for resistant strains
Supports Antimicrobial resistance stewardship - AI-driven MIC predictions & tiered antibiotic recommendations for rational prescribing
Customized, organism & drug-speci c clinical comments for better decision- making
4. Comprehensive Complement testing by state-of-the-art immunoturbidimetric and Complement measures as C3, C4, testing Nov, 2025 important immune proteins such and C5, Fully Asia's First Comprehensive Complement Testing Lab Strengthens diagnosis of autoimmune disorders, early diagnosis and treatment dysregulation and over activation of the complement system are major causes of a variety of inflammatory and autoimmune diseases.
ELISA platforms helping identify whether the immune response is overactive, or malfunctioning, a vital step in diagnosing and autoimmune immune underactive, managing diseases and disorders early.
Complement assays (CH50, AH50, C3, C4, C5, alternative pathway factors) provide functional and quantitative insights into immune activation. These results guide when to initiate treatment, what treatment to choose, and how well a therapy is working.
These tests are valuable in:
1. Nephropathies
2. Systemic lupus erythematosus (SLE)
3. Graft rejection/ Transplant segment
4. Sepsis
5. Multi-organ failure
6. Age-related macular degeneration (AMD)
7. Pediatrics- Immune de ciencies upto
10% of primary immune de ciencies are related to complement

*The alternative fixative has been validated technically and piloted and in use for a segment of biopsy samples. Not been implemented across all sites.

(ii) Other locally sourced Technologies: Sovaaka – Science behind wellness

Launch of Sovaaka a Premium healthcare program backed up by state-of-the-art technology. The overall program is designed with a perfect blend of technology, clinical excellence & enhanced customer experience as the core themes of the program. Technology being one of the core drivers provides a seamless end to end journey for a customer not only during the visit but in the follow up journey as well. The report which is provided to the patient is in itself a blend of multiple new age techs like AI, image processing & personalized recommendations. The report is also enriched with a hybrid presentation of Pathology & Radiology tests in the same report. The platform is also integrated with a cloud storage having Vendor Neutral architecture (VNA) & a platform agnostic DICOM viewer. This has enabled us to deliver niche, tailored experience for customers. It is a new benchmark in luxury healthcare with advanced diagnostics, high end technology, priority access and concierge medical services.

Data centre Transformation

During the Year, the Company launched a paradigm shift in its technology infrastructure, transforming its operations into an AI- rst healthcare delivery engine. By architecting a uni ed, next-generation tech stack across both its primary data centre and disaster recovery sites, the Company has established a core ecosystem explicitly optimized for intensive AI-driven diagnostics, predictive health analytics, and advanced medical imaging workloads. This future-ready framework enhance the performance of business critical applications.

At the foundation of this AI-evolution is a high-throughput, low-latency data architecture: cutting-edge servers, fast processing storages & Ultra high speed network. The infrastructure guarantees seamless, real-time data feeding for complex AI models. This transformation grants the Company a highly elastic hybrid advantage, allowing complex cognitive models to scale seamlessly across localized data environments and public cloud platforms.

Bot-as-a-Service (BaaS): Agentic Bots to enhance Cx Introduction of intelligent autonomous Bots for transforming the patient experience & further boosting the engagement. The next generation digital agents are not just traditional chat bots, in fact they go one step ahead as by the use of GenAI & curated healthcare models they act autonomously & provide better understanding of the customer needs, proactively managing seamless interactions across all touchpoints i.e. Website, Patient App, Point of Sale. The ef cient use of GenAI has solved many a business problem & resulted in multi-front improvements i.e.

Prescription analysis use of LLMs to transform the prescription to order journey Enhanced lead generation daily increase of 650 leads with an automated 30% conversion as well

Reduction in manual call handling 90% of calls are being answered through agentic Bots which were earlier handled manually

CCE With the Agentic Bots scalability, CCE ef ciency has increased signi cantly & there is a drastic reduction in Average call handling time

(AHT)

Unified Communication engine seamless Cx

Creation of a unified tech platform for the management of all the communications with the customers across all omni channels, across all digital touchpoints & all modes of communications.

This initiative is directly aimed to maintain a seamless experience for customers. The platform is built on latest microservice architecture, compliant with fully scalable & performance-oriented design.

This ensures seamless delivery of multimillion communications. Smart intelligence of the platform ensures 100% of the communication delivered as it enriched with fallback mechanism across channels & telecom provider levels. One of the most prominent delivery under this initiative is to bring in WhatsApp at the forefront of communication of all major events in customer life cycle i.e. Home collection bookings, slot management, report deliver, invoices, NPS, alerts & noti cations.

This has helped in strengthening brand trust and customer engagement.

AI enabled SEO engine organic growth strategy

Company Deployed an AI-powered SEO engine to dynamically optimize content, improve search rankings, enhance organic discovery & expand geographic reach. Leveraging data-driven insights and automation, it enables faster content scaling and sustained growth in organic traf c. It continuously analyses search trends and user intent to re ne keyword strategies and content relevance in real time. It is aimed to increase the organic share and generate incremental leads for the organization.

This has enabled Company to go for a hyperlocal approach with a launch in 140+ cities, contributing with an increase of 9% in overall traf c.

Diagnostics as a service – ‘Advanced Smart Culture Reporting System'

We took a rst step in offering diagnostics as a service with the development & launch of in house platform of ‘Advanced Smart Culture Reporting System'. The platform developed is one of its kind with a lot of additional information & scienti c insights are provided on the report generated for culture tests. The solution is based on CLSI, EUCAST

& FDA guidelines. The platform is planned to be offered to the industry on SaaS model. Company can target Diagnostic labs, Private hospitals,

Healthcare networks etc. The platform is built on a modular & scalable architecture & is LIS agnostics.

It empowers Company to a unique positioning of

Clinical logic + reporting in the market.

(C) Expenditure incurred on Research and Development: Rs. 48.55 Million (D) Foreign exchange earnings and outgo:

Particulars

Amount (Rs. In Million)
Foreign Exchange Earnings 321.21
Foreign Exchange Outgo 47.78

INTERNAL FINANCIAL CONTROLS

Your Company has in place an adequate internal nancial control framework with reference to nancial and operating controls thereby ensuring orderly and ef cient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable nancial information.

During Financial Year 2025-26, such controls were tested and no reportable material weakness in the design or operation was observed.

The Directors have in the Directors Responsibility Statement con rmed the same to this effect.

SIGNIFICANT/ MATERIAL ORDERS PASSED BY THE REGULATORS

There are no signi cant/ material orders passed by the

Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of the Company during the Financial Year 2025-26.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company has duly complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and Members (SS-2).

GENERAL DISCLOSURE

- During the year under review, there is no application made and/ or no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

- During the year under review, requirement of disclosing details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial

Institutions along with the reasons thereof is not applicable on the Company.

- Your Company is in compliance with the provisions of the

Maternity Bene ts Act, 1961 for the year under review.

APPRECIATION

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year.

Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.

For and on behalf of Board of Directors
(Hony) Brig Dr Arvind Lal
Place: Gurugram Executive Chairman
Date: April 30, 2026 DIN: 00576638