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Director's Report

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DIRECTORS' REPORT

Dr. Lal Pathlabs Ltd.

GO
Market Cap. ( ₹ in Cr. ) 29490.84 P/BV 11.76 Book Value ( ₹ ) 149.62
52 Week High/Low ( ₹ ) 1803/1273 FV/ML 10/1 P/E(X) 58.42
Book Closure 26/06/2026 EPS ( ₹ ) 30.11 Div Yield (%) 1.17
Year End :2026-03 

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

Consolidated

Standalone

Particulars

Year ended
March 31, 2026

Year ended
March 31,2025

Year ended
March 31, 2026

Year ended
March 31, 2025

Total Income

28,642

25,548

27,603

24,631

Total Expenses

21,650

19,301

20,700

18,418

Profit before Exceptional Items and Tax

6,992

6,247

6,903

6,213

Exceptional Items

301

-

301

-

Profit before Tax (PBT)

6,691

6,247

6,602

6,213

Profit after Tax (PAT)

5,098

4,922

5,082

4,973

FINANCIAL PERFORMANCEI. Consolidated Performance

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

II. Standalone Performance

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

CONSOLIDATED ACCOUNTS

The consolidated financial 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 financial statements have been prepared on the basis of audited financial
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
' 10/- each)

June 28, 2025

Final Dividend

2024-25

' 6/-

July 31, 2025

1st Interim Dividend

2025-26

' 6/-

October 31, 2025

2nd Interim Dividend

2025-26

' 7/-

January 30, 2026

3rd Interim Dividend

2025-26

' 3.5/-

In addition to above, your Directors are pleased to recommend final dividend of ' 4/- per equity share of face value of ' 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 profits.

CHANGE IN SHARE CAPITALI. 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 ' 10/-
each for every One (1) existing fully paid-up equity share
of face value of ' 10/- each, to eligible Members of the
Company by capitalizing a sum of ' 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 ' 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 ' 1,07,96,00,000/-
divided into 10,79,60,000 equity shares of face value of
' 10/- each to ' 2,00,00,00,000/- divided into 20,00,00,000
equity shares of face value of ' 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
' 83,59,17,350/- divided into 8,35,91,735 equity shares of
face value of ' 10/- each to ' 1,67,55,50,200/- divided into
16,75,55,020 equity shares of face value of ' 10/- each
pursuant to allotment of equity shares as detailed below:

S.

No.

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 Extra¬
ordinary 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 filed with the Registrar of Companies.
Accordingly, Suburban stands dissolved.

A report on the performance and financial 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:

S.

Particulars

No.

Unclaimed
Dividend (In ')

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:

Shares already

Bonus Shares

Particulars

held in IEPF

transferred to

Account

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 financial 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 first 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 Qualification
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 five (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 five (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 five (5) consecutive years
commencing from November 08, 2025 and re¬
appointed 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 re¬
appointment of Mr. Rajit Mehta (DIN: 01604819) as
a Non-Executive Independent Director, for a period
of five (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 profile(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 confirming 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
fulfil the criteria of independence as specified 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 fields 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 Officer (CEO)

iv. Mr. Ved Prakash Goel - Group Chief Financial Officer &
CEO - International Business

v. Mr. Vinay Gujral - Company Secretary & Compliance
Officer

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 specific 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 confirms 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 confirm 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 profit of the Company
for the Financial Year ended March 31, 2026;

c) proper and sufficient 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 financial 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' REPORTI. 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 office for their
second term of five (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 confirmed that they have not
been disqualified 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 specified under the second proviso
of Section 143(12) of the Companies Act, 2013 (including
any statutory modification(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 qualification 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 five (5) consecutive
Financial Years commencing from Financial Year 2025¬
26 to Financial Year 2029-30.

M/s Chandrasekaran Associates, Company Secretaries
have confirmed that they are not disqualified 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 qualification 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 ' 2,00,000/- (Rupees Two
Lakh Only) plus applicable taxes and reimbursement
of out of pocket expenses subject to the ratification 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 specified
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 efficient 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 certificate 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
specified 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 1
in the year

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 efficiency & 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) Imnorted Technologies'

S.

No.

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, fixative to
formalin.

Feb, 2025

Partial1

• 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 efficacy 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-specific
clinical comments for better decision¬
making

S.

Processes / Technologies
No.

Description

Date of
Adoption
or Import

Absorption

Benefits

4. Comprehensive

Complement testing
by state-of-the-art
immunoturbidimetric and
ELISA platforms

Complement testing
measures important
immune proteins such
as C3, C4, and C5,
helping identify whether
the immune response is
overactive, underactive,
or malfunctioning, a vital
step in diagnosing and
managing autoimmune
diseases and immune
disorders early.

Nov, 2025

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.

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 deficiencies - upto
10% of primary immune deficiencies are
related to complement

(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-first healthcare delivery
engine. By architecting a unified, 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 efficient 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 Efficiency - With the Agentic Bots scalability,
CCE efficiency has increased significantly & 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 & notifications.
This has helped in strengthening brand trust and
customer engagement.

AI enabled SEO engine - organic growth strategy

Company Deployed an Al-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 traffic. It
continuously analyses search trends and user intent
to refine 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 traffic.

Diagnostics as a service - 'Advanced Smart Culture
Reporting System'

We took a first 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 & scientific
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:
' 48.55 Million(D) Foreign exchange earnings and outgo:

Particulars

Amount (' In Million)

Foreign Exchange Earnings

321.21

Foreign Exchange Outgo

47.78

INTERNAL FINANCIAL CONTROLS

Your Company has in place an adequate internal financial
control framework with reference to financial and operating
controls thereby ensuring orderly and efficient 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 financial 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
confirmed the same to this effect.

SIGNIFICANT/ MATERIAL ORDERS PASSED BY THE
REGULATORS

There are no significant/ 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 Benefits 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

1

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

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