Your Directors have pleasure in presenting the 32nd Annual Report on the business and operations of your Company along withthe 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 endedMarch 31, 2026
Year endedMarch 31,2025
Year endedMarch 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
-
Profit before Tax (PBT)
6,691
6,602
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 comparedto ' 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 withapplicable provisions of the Companies Act, 2013, Indian Accounting Standards and SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015. The consolidated financial statements have been prepared on the basis of audited financialstatements 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
October 31, 2025
2nd Interim Dividend
' 7/-
January 30, 2026
3rd Interim Dividend
' 3.5/-
In addition to above, your Directors are pleased to recommend final dividend of ' 4/- per equity share of face value of ' 10/- eachfor 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 transferredto the General Reserve of the Company from currentyear profits.
CHANGE IN SHARE CAPITALI. Bonus Issue of Equity Shares
The Board of Directors (i) with a view of Celebratingten (10) years Listing Anniversary and (ii) to reward theMembers for their continued support throughout theseyears, in their meeting on October 31, 2025, recommendedissue 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 shareof face value of ' 10/- each, to eligible Members of theCompany by capitalizing a sum of ' 837.75 Million fromand out of Security Premium account of the Company.
In view of the above recommendation, the Members byway of postal ballot approved the resolution for issuingbonus equity shares on December 7, 2025.
Accordingly, the Board of Directors on December 22, 2025has issued and allotted 8,37,75,510 equity shares of facevalue of ' 10/- each as fully paid-up bonus equity shares.
II. Authorised Share Capital
During the year under review, in order to facilitateissue of Bonus Equity Shares, the Board of Directors intheir meeting on October 31, 2025, recommended theproposal to the Members for increasing the AuthorisedShare 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 20,00,00,000equity shares of face value of ' 10/- each.
In view of the above recommendation, the Members byway of postal ballot approved the resolution for increasingAuthorised Share Capital on December 7, 2025.
III. Paid-up Share Capital
During the year under review, the paid-up equity sharecapital of the Company has been increased from' 83,59,17,350/- divided into 8,35,91,735 equity shares offace value of ' 10/- each to ' 1,67,55,50,200/- divided into16,75,55,020 equity shares of face value of ' 10/- eachpursuant to allotment of equity shares as detailed below:
S.
No.
Issue
Type
Date of Allotment
Number of EquityShares allotted
1
ESOP
May 30, 2025
1,83,775
2
Bonus
December 22, 2025
8,37,75,510
3
4,000
TOTAL
8,39,63,285
These equity shares rank pari-passu with the existingequity shares of the Company in all respects.
During the year under review, your Company has notissued any equity shares with differential rights or Sweatequity shares.
EMPLOYEES STOCK OPTION PLAN / SCHEME
During the year under review, the Members by way of postalballot on December 7, 2025, basis recommendation of Boardof Directors approved:
1. 'Dr. Lal PathLabs Employee Restricted Stock Unit Plan2025' ("RSU 2025") for issuing Stock Options to theEmployees of the Company.
2. Reduction of Options Reserve under 'Dr. Lal PathLabsEmployee Stock Option Plan 2022' ("ESOP 2022") andtransfer of such Options Reserve to RSU 2025.
Further, in view of the bonus issue, appropriate adjustmentshave been made in the RSU/ ESOP Plans of the Company,in terms of Number of Options/ Shares and Exercise/ GrantPrice etc.
The Company has received requisite in-principle approval(s)from the Stock Exchange(s) in relation to the Company'sESOP/ RSU Scheme/Plan(s) including adjustment(s) madepursuant to Bonus Issue 2025, in compliance with theprovisions of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, and other Statutory andRegulatory requirements as may be applicable.
The Scheme/Plan(s) of the Company are implemented incompliance 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 Companyat www.lalpathlabs.com.
SUBSIDIARIES
The Member(s) of Suburban Diagnostics (India) PrivateLimited, Wholly Owned Subsidiary ("Suburban"), in the Extra¬ordinary General Meeting on February 06, 2025, accordedapproval for voluntary liquidation of Suburban and expeditiousconsolidation of its business with the Company on a goingconcern, subject to the compliance of applicable laws.
Further, pursuant to the voluntary liquidation process, theLiquidator of Suburban, distributed its entire businessundertaking to the Company on a going concern basis, witheffect from close of business hours of March 18, 2025.
During the year under review, in respect of on-going voluntaryliquidation of Suburban, the Hon'ble National Company LawTribunal (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 eachof the Subsidiaries and their contribution to the overallperformance of the Company for the Financial Year endedMarch 31, 2026 in Form AOC -1 as per the provisions ofCompanies Act, 2013 is attached herewith as Annexure - 1and forms an integral part of this Annual Report.
The Annual Accounts of the each of the Subsidiaries shallalso be made available to the Members of the Company/Subsidiary Companies seeking such information at any pointof time. The Annual Accounts of the Subsidiary Companiesare also available under investors section on the website ofthe Company at www.lalpathlabs.com.
The Company has formulated a policy for determining materialSubsidiaries. The said policy is available on the website of theCompany athttps://media.lalpathlabs.com/2025-01/Policy-for-Determining-Material-Subsidiaries.pdf.
TRANSFER OF UN-CLAIMED DIVIDEND AND EQUITYSHARES TO INVESTOR EDUCATION AND PROTECTIONFUND (IEPF)
During the year under review, pursuant to the provisionsof Section 125 of the Companies Act, 2013 read with IEPF(Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPFRules"), as amended from time to time, your Company hasduly transferred Un-claimed Dividends and Un-claimed EquityShares to IEPF Authority as detailed below:
UnclaimedDividend (In ')
No. of EquityShares
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 theEquity Shares already transferred to IEPF in terms of applicablerules, were also transferred to IEPF as detailed below:
Shares already
Bonus Shares
held in IEPF
transferred to
Account
IEPF Account
Bonus Issue 2025
349
In view of above, Dividend(s) declared during the year underreview pertaining to equity shares already transferred todemat account of the IEPF Authority, were also credited tothe IEPF Account.
The Claimant(s), whose un-claimed amount/ share(s) hasbeen transferred by the Company to IEPF Account may claimtheir amount/ share(s) by complying with the procedurestipulated in the IEPF Rules.
MATERIAL CHANGES AND COMMITMENTSAFFECTING THE FINANCIAL POSITION
No material changes and commitments, other than disclosedas part of this report, affecting the financial position of theCompany have occurred between March 31, 2026, and thedate of the report.
PUBLIC DEPOSITS
During the year under review, your Company has not acceptedany deposit within the meaning of Section 73 and 74 of theCompanies Act, 2013 read with the Companies (Acceptanceof Deposits) Rules, 2014.
PARTICULARS OF EMPLOYEES AND RELATEDDISCLOSURES
Disclosures pertaining to remuneration and other detailsas required under Section 197(12) of the Companies Act,2013 read with Rule 5(1) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014 areattached in the prescribed format herewith as Annexure-2 andforms an integral part of this Annual Report.
Particulars of employee remuneration, as required underSection 197(12) of the Companies Act, 2013 read withRule 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014 forms anintegral part of this Annual Report. In terms of the provisionsof the first proviso to Section 136(1) of the Companies Act,2013, the Annual Report is being sent to Members, excludingthe aforementioned information. Any Member interested inobtaining a copy of such statement may write to the CompanySecretary of the Company atcs@lalpathlabs.com.
AUDIT COMMITTEE
The composition of Audit Committee has been detailed in theCorporate Governance Report, forms an integral part of thisAnnual Report.
All recommendations made by the Audit Committee havebeen accepted by the Board of Directors.
DIRECTORS
I. Retirement by rotation and subsequent re¬appointment
Mr. Rahul Sharma (DIN: 00956625), Non-ExecutiveDirector of the Company is liable to retire by rotationat the ensuing Annual General Meeting pursuant to theprovisions of Section 152 of the Companies Act, 2013read with the Companies (Appointment and Qualificationof Directors) Rules, 2014 and being eligible offers himselffor re-appointment.
The Board of Directors basis recommendationof Nomination and Remuneration Committee,recommended his re-appointment to the Membersfor 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 ExecutiveChairman and Whole-Time Director of the Companyfor a period of five (5) consecutive years effectivefrom April 01, 2022 on such terms and conditionsincluding remuneration as mentioned in notice ofpostal ballot dated October 26, 2021. The presenttenure of (Hony) Brig Dr Arvind Lal as ExecutiveChairman and Whole-Time Director is set tocomplete 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 performanceevaluation exercise, the Board of Directors on April30, 2026, basis recommendation of Nominationand Remuneration Committee, recommended hisre-appointment (including remuneration structure)effective from April 1, 2027 as Executive Chairmanand Whole-Time Director of the Company for afurther period of five (5) consecutive years to theMembers for approval.
ii. Re-appointment of Non-Executive IndependentDirector(s)
During the year under review, basis recommendationof Board of Directors and Nomination &Remuneration Committee, the Members of theCompany in their 31st Annual General Meetingon June 28, 2025 re-appointed, Mr. Rohit Bhasin(DIN: 02478962) as a Non-Executive IndependentDirector, for a term of five (5) consecutive yearscommencing from November 08, 2025 and re¬appointed Mr. Arun Duggal (DIN: 00024262) as aNon-Executive Independent Director, for a term ofthree (3) consecutive years effective from February02, 2026.
Further, the Board of Directors on April 30, 2026,basis recommendation of Nomination andRemuneration Committee, recommended re¬appointment of Mr. Rajit Mehta (DIN: 01604819) asa Non-Executive Independent Director, for a periodof five (5) consecutive years effective from July27, 2026.
The Board considered the re-appointment of Mr. RahulSharma, (Hony) Brig Dr Arvind Lal and Mr. Rajit Mehta arein the interest of the Company and hence recommends thesame to the Members for their approval. Brief profile(s)and appropriate resolution(s) for re-appointment ofMr. Rahul Sharma, (Hony) Brig Dr Arvind Lal and Mr. RajitMehta are detailed in the Notice convening the 32ndAnnual General Meeting of your Company.
III. Declaration of Independence from IndependentDirectors
Your Company has received declarations from all theIndependent Directors confirming that they meet thecriteria of independence as prescribed under Section149 of the Companies Act, 2013 and Rules madethereunder read with Schedule IV as well as Regulations16 & 25 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015.
In the opinion of the Board, all the Independent Directorsfulfil the criteria of independence as specified in theCompanies Act, 2013 and Rules made thereunder readwith Schedule IV as well as Regulations 16 & 25 of theSEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 and they are independent fromthe Management.
Further, all the Directors including Independent Directors of theCompany possess appropriate skills, experience & knowledgein one or more fields viz. Board & Governance, Finance,Accounting & Finance Reporting, Information Technologyand Specialized Industry & environmental knowledge or otherdisciplines related to Company's business.
KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 2(51) and 203 ofthe Companies Act, 2013 read with Rules made thereunder,following were the Key Managerial Personnel (KMPs) of theCompany 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 & ComplianceOfficer
During the Financial Year under review, there was no changein 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) itsown performance; (ii) Performance of Individual Directors; (iii)Performance of Chairman of the Board; and (iv) Performance ofall the Committees of the Board for the Financial Year 2025-26.
A structured questionnaire was prepared covering variousaspects of the Board's functioning such as adequacy of thecomposition of the Board and its Committees, Board culture,execution and performance of specific duties, obligations andgovernance. A separate exercise was carried out to evaluatethe performance of individual Directors, who were evaluated
on parameters such as level of engagement and contribution,independence of judgment, safeguarding the interest of theCompany and its minority shareholders etc. The performanceevaluation of the Independent Directors was carried out bythe entire Board. The performance evaluation of the Non¬Independent Directors and Chairman of the Board was carriedout by the Independent Directors taking into account the viewsof Executive Directors and Non-Executive Directors.
The Directors expressed satisfaction with the evaluationprocess.
Further, the evaluation process confirms that the Boardand its Committees continue to operate effectively, and theperformance of the Directors and the Chairman is satisfactory.
NOMINATION & REMUNERATION POLICY
In compliance with the provisions of Section 178 of theCompanies Act, 2013 and Rules made thereunder, the Boardon the recommendation of the Nomination & RemunerationCommittee of the Company has framed a policy for selectionand appointment of Directors, Key Managerial Personnel,Senior Management Personnel and their remuneration.
The Nomination and Remuneration Policy, as amended fromtime to time is attached herewith as Annexure - 3 and formsan integral part of this Annual Report and the same can alsobe 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 ITSCOMMITTEES
The Board met four (4) times during the Financial Year 2025¬26. The details of the meeting of the Board and its Committeesthereof are given in the Corporate Governance Report, andforms an integral part of this Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Companies Act, 2013, theDirectors confirm that:
a) in the preparation of the annual accounts for the FinancialYear ended March 31, 2026, the applicable accountingstandards and Schedule III of the Companies Act, 2013,have been followed and there are no material departuresfrom the same;
b) the Directors have selected such accounting policiesand applied them consistently and made judgments andestimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of your Companyas at March 31, 2026 and of the profit of the Companyfor the Financial Year ended March 31, 2026;
c) proper and sufficient care has been taken by the Directorsfor the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;
d) the annual accounts have been prepared on a 'goingconcern' basis by the Directors;
e) proper internal financial controls laid down by theDirectors were followed by the Company and thatsuch internal financial controls are adequate and wereoperating effectively; and
f) the Directors have devised proper systems to ensurecompliance with the provisions of all applicablelaws and that such systems were adequate andoperating effectively.
AUDITORS AND AUDITORS' REPORTI. Statutory Auditors
The Members of the Company in their 28th AnnualGeneral Meeting on June 30, 2022, re- appointed M/sDeloitte Haskins & Sells LLP, Chartered Accountants,(Firm Registration No. 117366W/W100018) as theStatutory Auditors of the Company to hold office for theirsecond term of five (5) years i.e. from the conclusion of28th Annual General Meeting till the conclusion of 33rdAnnual General Meeting of the Company, to be held incalendar year 2027.
M/s Deloitte Haskins & Sells LLP, Chartered Accountants,Statutory Auditors have confirmed that they have notbeen disqualified to act as Statutory Auditors of theCompany and that their continuation is within the ceilinglimit as prescribed under section 141 of the CompaniesAct, 2013 and/ or other relevant statue.
Further, the Statutory Auditors of the Company have notreported any fraud as specified under the second provisoof Section 143(12) of the Companies Act, 2013 (includingany statutory modification(s) or re-enactment(s) for thetime being in force).
The Statutory Auditors Report for the Financial Year endedMarch 31, 2026, does not contain any qualification orreservation. The Auditors' Report being self-explanatorydoes not call for any further comments from the Boardof Directors.
II. Secretarial Auditors
The Members of the Company in their 31st AnnualGeneral Meeting on June 28, 2025 appointed M/sChandrasekaran Associates, Company Secretaries,(Firm Registration No. P1988DE002500) as SecretarialAuditors of the Company for a term of five (5) consecutiveFinancial Years commencing from Financial Year 2025¬26 to Financial Year 2029-30.
M/s Chandrasekaran Associates, Company Secretarieshave confirmed that they are not disqualified to act asSecretarial Auditors of the Company.
The Secretarial Audit Report for the Financial Year endedMarch 31, 2026, is attached herewith as Annexure - 4and forms an integral part of this Annual Report. TheSecretarial Audit Report is self-explanatory and does notcontain any qualification or reservation.The Auditors'Report being self-explanatory does not call for anyfurther 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 costaccounting records and get them audited every year.Accordingly, such accounts and records were made andmaintained for the Financial Year ended March 31, 2026.
The Board of Directors, basis the recommendation ofthe Audit Committee, re-appointed M/s A.G. Agarwal &Associates, Cost and Management Accountants, as CostAuditors of the Company for the Financial Year endingon March 31, 2027, at a fee of ' 2,00,000/- (Rupees TwoLakh Only) plus applicable taxes and reimbursementof out of pocket expenses subject to the ratification ofthe said fees by the Members at the ensuing AnnualGeneral 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 athttps://media.lalpathlabs.com/2026-06/8482c01a-a79d-4e48-b100-ab54c2b73671.pdf.
RELATED PARTY TRANSACTIONS
In compliance with the requirements of the CompaniesAct, 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 your Company hasformulated a Policy on Related Party Transactions which isavailable on Company's website athttps://media.lalpathlabs.com/2026-02/e2734ad1-6dc6-4e03-991d-62ad36076310.pdf.
The Policy intends to ensure that proper reporting, approvaland disclosure processes are in place for all transactionsbetween the Company and its Related Parties. All RelatedParty Transactions are placed before the Audit Committeefor review and approval. Prior omnibus approval is obtainedfor Related Party Transactions, which are of repetitive natureand / or entered in the ordinary course of business and areat arm's length.
All Related Party Transaction entered during the year werein ordinary course of business and are at arm's length. NoMaterial Related Party Transaction as per the limits specifiedunder 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 asrequired under Section 134(3)(h) of the Companies Act, 2013in 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 Obligationsand Disclosure Requirements) Regulations, 2015, details ofInvestments are set out at Note No.49 to the StandaloneFinancial Statements of the Company.
During the year under review, the Company has not given anyloan or provided any guarantees pursuant to Section 186 ofthe Companies Act, 2013.
RISK MANAGEMENT
Your Company recognizes that risk is an integral part ofbusiness and is committed to manage the risks in a proactiveand efficient manner. Your Company periodically assessesrisk elements in the internal and external environment andincorporates risk treatment plans in its strategy, business andoperational plans.
Your Company, through its Risk Management Policy, strivesto contain impact and likelihood of the risks within the riskappetite as agreed from time to time with the Board ofDirectors. The Company has a Risk Management Committeeto identify elements of risk in different areas of operations;the details of the Risk Management Committee are given inthe Corporate Governance Report forms an integral part ofthis Annual Report.
WHISTLE BLOWER MECHANISM
Your Company has a Whistle Blower Mechanism in place asrequired under Section 177 of the Companies Act, 2013 andRegulation 22 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015. More details in this regardhave been outlined in the Corporate Governance Reportannexed to this report and are also available under InvestorsSection 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 economicconcerns in its business operations. CSR involves operatingCompany's business in a manner that meets or exceedsthe ethical, legal, commercial and public expectations. Inalignment with vision of the Company, through its CSRinitiative, your Company will enhance value creation in thesociety through its services, conduct and initiatives, so as topromote sustained growth for the society.
The Board of Directors of your Company has formulated andadopted 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'sphilosophy for undertaking socially useful programs throughthe creation of a CSR Trust for welfare and sustainabledevelopment of the community at large as part of itsCSR Obligation.
The composition of CSR Committee and the disclosures asper Rule 8 of the Companies (Corporate Social ResponsibilityPolicy) Rules, 2014 as amended from time to time are providedin the Annual Report on CSR Activities attached herewith asAnnexure - 5 and forms an integral part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis (MDA) Reportgives details of the overall industry structure, developments,performance and state of affairs of the Company's businessand other material developments during the Financial Year.The MDA report for the Financial Year 2025-26 is attachedherewith as Annexure - 6 and forms an integral part of thisAnnual Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITYREPORT
In compliance with the provisions of SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015, the BusinessResponsibility and Sustainability Report (BRSR) alongwithreasonable assurance on BRSR Core for Financial Year 2025¬26 is attached herewith as Annexure - 7 and forms an integralpart of this Annual Report.
CORPORATE GOVERNANCE REPORT
In compliance with the provisions of SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015 a separatereport on Corporate Governance for the Financial Year 2025¬26 along with a certificate from the Practicing CompanySecretary on its compliance, is attached herewith as Annexure- 8 and forms an integral part of this Annual Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OFWOMEN AT WORKPLACE (PREVENTION, PROHIBITIONAND REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual HarassmentPolicy in compliance with the requirements of the SexualHarassment of Women at Workplace (Prevention, Prohibitionand Redressal) Act, 2013 ("the POSH Act").
The Company has complied with the provisions relating tothe constitution of Internal Complaints Committee (ICC) asspecified under the POSH Act.
The Company conducts sessions for employees to buildawareness amongst employees about the Policy and theprovisions of the POSH Act.
Status of Complaints under the POSH Act during the FinancialYear 2025-26 is detailed below:
Particulars Number
Number of complaint(s) of sexual harassment received 1in 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, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO
The information on conservation of energy, technologyabsorption, expenditure on R&D, and foreign exchangeearnings and outgo as stipulated under Section 134 of theCompanies 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 locationsof high consumption.
II. Labs/ PSC locations are equipped with LED Lightsfor saving energy in past years and all new labs areequipped with LED only.
III. Installed R32 refrigerant operated Inverter ACsystems across the operations of the Company,which helps in conserving Ozone layer.
IV. Automatic phase sequence corrector panel installedin all locations for saving the Diesel consumption.
V. De-scaling of Chillers is being done semi-annual forbetter efficiency & saving the energy.
VI. RO wastewater recycling has helped in savingapprox. 9125.3 KL of water in Financial Year2025-26.
VII. ETP (Effluent Treatment Plant) installed in allsatellite labs for wastewater treatment throughoutthe year to treat the liquid waste of labs, for keepingthe environment clean.
VIII. In accordance with BMW Guidelines, all locationsare equipped with Advance Autoclave by whichTemperature, Pressure & Time are recordedautomatically in graph and data.
IX. During Financial Year 2025-26, we have installed 42KW Solar plant in Panchkula & Cochin lab. The Totalcurrent installed capacity of Solar power Plant(s) is3.22 MW.
X. Commissioned 17 New CPCB IV Compliant DG inPan 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 thelife 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 gridsourced electricity and resulting in the elimination of 2,515 Metric Tonnes of CO2 emissions during the year.
(B) TECHNOLOGY ABSORPTION
(i) Imnorted Technologies'
Processes / Technologies
Description
Date ofAdoptionor Import
Absorption
Benefits
1.
Bioinformatics: In-houseSoftware Development -MitoMIGHTTM
Implementation of anend-to-end mitochondrialwhole genome analysissoftware, which has auser-friendly interface,is cost-effective andcompatible with multipleplatforms with a quickturnaround time -scalable to be used bysmall/medium sizedlabs/hospitals forreporting MitochondrialDisorders.
Sep, 2025
Fully
• High Sensitivity detection compared toother analysis softwares available in themarket
• Optimized Toolstack
• Patient specific variant calling withreduced data noise
• Deep Annotation
• Enterprise-Scale CLI
• Supports both Paired End (Illumina/MGI)& Single End (Ion Torrent) sequencingplatforms
• Enterprise-Scale Graphical User Interface(GUI), which is easy to use by Doctorswith no Bioinformatics knowledge
2.
Histopathologyprocessing - Non toxicFixative
Extensive validation ofan alternative non toxic,alcohol based, fixative toformalin.
Feb, 2025
Partial1
• Reduced toxicity - better safety fortechnical staff, attendants and doctorsworking in grossing and processingareas.
• Better disposal - safe for theenvironment - ESG impact.
• Reduction in processing time byreduction in number of steps requiredfor alcohol, thus improving turn aroundtimes.
Foreseeing reduction in costs of processingthe alcohol steps by reduction in theprocessing steps in alcohol
3.
Data analytics - SmartCulture reportingalgorithm for culture -Micro Intellisense
Built inhouse culturereporting algorithm forreporting antimicrobialresistance
• Fully customized AI-powered platformfor culture reporting algorithm.
• Incorporates the PK/PD insights CLSI 2025 guidelines (Clinical andLaboratory Standards Institute),PK/PD (Pharmacokinetics andpharmacodynamics of the antibiotics).
• Enhanced Insights: BMQ Value,(breakpoint to MIC quotient) Reflectsthe predicted efficacy of the drug
• Added clinical recommendations forresistant strains
• Supports Antimicrobial resistancestewardship - AI-driven MIC predictions& tiered antibiotic recommendations forrational prescribing
• Customized, organism & drug-specificclinical comments for better decision¬making
Processes / TechnologiesNo.
4. Comprehensive
Complement testingby state-of-the-artimmunoturbidimetric andELISA platforms
Complement testingmeasures importantimmune proteins suchas C3, C4, and C5,helping identify whetherthe immune response isoveractive, underactive,or malfunctioning, a vitalstep in diagnosing andmanaging autoimmunediseases and immunedisorders early.
Nov, 2025
Asia's First Comprehensive ComplementTesting Lab
Strengthens diagnosis of autoimmunedisorders, early diagnosis and treatment
dysregulation and over activation of thecomplement system are major causes ofa variety of inflammatory and autoimmunediseases.
Complement assays (CH50, AH50, C3, C4,C5, alternative pathway factors) providefunctional and quantitative insights intoimmune activation. These results guidewhen to initiate treatment, what treatmentto 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 - upto10% of primary immune deficiencies arerelated to complement
(ii) Other locally sourced Technologies:
Sovaaka - Science behind wellness
Launch of Sovaaka a Premium healthcare programbacked up by state-of-the-art technology. Theoverall program is designed with a perfect blendof technology, clinical excellence & enhancedcustomer experience as the core themes of theprogram. Technology being one of the core driversprovides a seamless end to end journey for acustomer not only during the visit but in the followup journey as well. The report which is providedto the patient is in itself a blend of multiple newage techs like AI, image processing & personalizedrecommendations. The report is also enriched witha hybrid presentation of Pathology & Radiology testsin the same report. The platform is also integratedwith a cloud storage having Vendor Neutralarchitecture (VNA) & a platform agnostic DICOMviewer. This has enabled us to deliver niche, tailoredexperience for customers. It is a new benchmarkin luxury healthcare with advanced diagnostics,high end technology, priority access and conciergemedical services.
Data centre TransformationDuring the Year, the Company launched a paradigmshift in its technology infrastructure, transformingits operations into an AI-first healthcare deliveryengine. By architecting a unified, next-generationtech stack across both its primary data centreand disaster recovery sites, the Company hasestablished a core ecosystem explicitly optimizedfor intensive AI-driven diagnostics, predictivehealth analytics, and advanced medical imagingworkloads. This future-ready framework enhancethe 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 & Ultrahigh speed network. The infrastructure guaranteesseamless, real-time data feeding for complex AImodels. This transformation grants the Companya highly elastic hybrid advantage, allowingcomplex cognitive models to scale seamlesslyacross localized data environments and publiccloud platforms.
Bot-as-a-Service (BaaS): Agentic Bots to enhanceCx
Introduction of intelligent autonomous Bots fortransforming the patient experience & furtherboosting the engagement. The next generationdigital agents are not just traditional chat bots, infact they go one step ahead as by the use of GenAI& curated healthcare models they act autonomously& provide better understanding of the customerneeds, proactively managing seamless interactionsacross all touchpoints i.e. Website, Patient App,Point of Sale. The efficient use of GenAI has solvedmany a business problem & resulted in multi-frontimprovements i.e.
Prescription analysis - use of LLMs to transformthe prescription to order journey
Enhanced lead generation - daily increase of 650leads with an automated 30% conversion as well
Reduction in manual call handling - 90% of callsare being answered through agentic Bots whichwere earlier handled manually
CCE Efficiency - With the Agentic Bots scalability,CCE efficiency has increased significantly & thereis a drastic reduction in Average call handling time(AHT)
Unified Communication engine - seamless Cx
Creation of a unified tech platform for themanagement of all the communications with thecustomers across all omni channels, across alldigital touchpoints & all modes of communications.This initiative is directly aimed to maintain aseamless experience for customers. The platform isbuilt on latest microservice architecture, compliantwith fully scalable & performance-oriented design.This ensures seamless delivery of multimillioncommunications. Smart intelligence of the platformensures 100% of the communication deliveredas it enriched with fallback mechanism acrosschannels & telecom provider levels. One of the mostprominent delivery under this initiative is to bringin WhatsApp at the forefront of communicationof 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 andcustomer engagement.
AI enabled SEO engine - organic growth strategy
Company Deployed an Al-powered SEO engineto dynamically optimize content, improve searchrankings, enhance organic discovery & expandgeographic reach. Leveraging data-driveninsights and automation, it enables faster content
scaling and sustained growth in organic traffic. Itcontinuously analyses search trends and user intentto refine keyword strategies and content relevancein real time. It is aimed to increase the organic shareand generate incremental leads for the organization.This has enabled Company to go for a hyperlocalapproach with a launch in 140 cities, contributingwith an increase of 9% in overall traffic.
Diagnostics as a service - 'Advanced Smart CultureReporting System'
We took a first step in offering diagnostics as aservice with the development & launch of in houseplatform of 'Advanced Smart Culture ReportingSystem'. The platform developed is one of its kindwith a lot of additional information & scientificinsights are provided on the report generated forculture tests. The solution is based on CLSI, EUCAST& FDA guidelines. The platform is planned to beoffered to the industry on SaaS model. Companycan target Diagnostic labs, Private hospitals,Healthcare networks etc. The platform is built on amodular & scalable architecture & is LIS agnostics.It empowers Company to a unique positioning ofClinical logic reporting in the market.
(C) Expenditure incurred on Research andDevelopment: ' 48.55 Million(D) Foreign exchange earnings and outgo:
Amount (' In Million)
Foreign Exchange Earnings
321.21
Foreign Exchange Outgo
47.78
INTERNAL FINANCIAL CONTROLS
Your Company has in place an adequate internal financialcontrol framework with reference to financial and operatingcontrols thereby ensuring orderly and efficient conduct ofits business, including adherence to the Company's policies,safeguarding of its assets, prevention and detection of fraudsand errors, accuracy and completeness of accounting records,and timely preparation of reliable financial information.
During Financial Year 2025-26, such controls were tested andno reportable material weakness in the design or operationwas observed.
The Directors have in the Directors Responsibility Statementconfirmed the same to this effect.
SIGNIFICANT/ MATERIAL ORDERS PASSED BY THEREGULATORS
There are no significant/ material orders passed by theRegulators or Courts or Tribunals impacting the going concernstatus of your Company and its operations in future.
CHANGE IN NATURE OF BUSINESS
There was no change in the nature of business of the Companyduring the Financial Year 2025-26.
COMPLIANCE OF SECRETARIAL STANDARDS
The Company has duly complied with Secretarial Standardsissued by the Institute of Company Secretaries of India onMeetings of the Board of Directors (SS-1) and Members(SS-2).
GENERAL DISCLOSURE
- During the year under review, there is no application madeand/ or no proceeding pending under the Insolvency andBankruptcy Code, 2016.
- During the year under review, requirement of disclosingdetails of difference between amount of the valuationdone at the time of onetime settlement and the valuationdone while taking loan from the Banks or FinancialInstitutions along with the reasons thereof is notapplicable on the Company.
- Your Company is in compliance with the provisions of theMaternity Benefits Act, 1961 for the year under review.
APPRECIATION
Your Directors wish to convey their gratitude and place onrecord their appreciation for all the employees at all levels fortheir hard work, solidarity, cooperation and dedication duringthe year.
Your Directors sincerely convey their appreciation tocustomers, shareholders, vendors, bankers, businessassociates, regulatory and government authorities for theircontinued support.
For and on behalf of Board of Directors
(Hony) Brig Dr Arvind Lal
Place: Gurugram Executive Chairman
Date: April 30, 2026 DIN: 00576638
The alternative fixative has been validated technically and piloted and in use for a segment of biopsy samples. Not been implementedacross all sites.