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companylogoDr Lal Pathlabs Ltd

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BSE Code : 539524 | NSE Symbol : LALPATHLAB | ISIN : INE600L01024 | Industry : Healthcare |


Directors Reports

Dear Members,

Your Directors have pleasure in presenting the 31st Annual Report on the business and operations of your Company along with the audited statement of accounts for the financial year ended March 31, 2025.

FINANCIAL RESULTS

The Financial performance of your Company for the year ended March 31, 2025, is summarized below:

(H In Million)

Consolidated Standalone

Particulars

Year ended March 31, 2025 Year ended March 31, 2024 Year ended March 31, 2025 Year ended March 31, 2024*
Total Income 25,548 22,958 24,631 21,914
Total Expenses 19,301 17,903 18,418 17,089
Profit/(Loss) before Tax (PBT) 6,247 5,055 6,213 4,825
Profit/(Loss) after Tax (PAT) 4,922 3,623 4,973 3,467

(*) In view of voluntary liquidation of Suburban Diagnostics (India) Private Limited, a wholly owned subsidiary and transfer of its entire business undertaking on going concern basis to the Company, the standalone figures for the year ended March 31, 2024 have been restated.

FINANCIAL PERFORMANCE

I. Consolidated Performance

During the FY 2024-25, the Company reported a Consolidated Total Income of H 25,548 Million compared to H 22,958 Million in the previous year. The Consolidated Net Profit After Tax of the Company stood at H 4,922 Million compared to H 3,623 Million in the previous year.

II. Standalone Performance

During the FY 2024-25, the Company reported a Standalone Total Income of H 24,631 Million compared to H 21,914 Million in the previous year. The Standalone Net Profit After Tax of the Company stood at H 4,973 Million compared to H 3,467 Million in the previous year.

CONSOLIDATED ACCOUNTS

The consolidated financial statements of your Company for the Financial Year 2024-25, are prepared in compliance with applicable provisions of the Companies Act, 2013 (‘the Act"), Indian Accounting Standards ("Ind- AS") and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). 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 Rs.10/- each)
June 29, 2024 Final Dividend 2023-24 Rs. 6/-
August 07, 2024 1st Interim Dividend 2024-25 Rs. 6/-
October 23, 2024 2nd Interim Dividend 2024-25 Rs. 6/-
January 30, 2025 3rd Interim Dividend 2024-25 Rs. 6/-

In addition to above, your Directors are pleased to recommend final dividend of H 6/- per equity share of face value of H 10/- each for the Financial Year 2024-25, for approval by the Members at the 31st Annual General Meeting ("AGM") of the Company.

The Dividend Distribution Policy of the Company is attached herewith as Annexure - 1 and forms an integral part of this Annual Report.

The said policy is also 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 CAPITAL

I. Authorized Share Capital

During the year under review, there was no change in the authorized share capital of the Company. As on March 31, 2025, the Authorised Share Capital of the Company stood at H 1,07,96,00,000/- divided into 10,79,60,000 equity shares of H 10/-each.

II. Paid-up Share Capital

During the year under review, the paid-up equity share capital of the Company has been increased from H 83,47,78,520/- divided into 8,34,77,852 equity shares of

H 10/- each to H 83,59,17,350/- divided into 8,35,91,735 equity shares of H 10/- each pursuant to allotment of Equity Shares under the Employee Stock Option Plan (s) of the Company as detailed below:

S. No Date of Allotment

Number of Equity Shares allotted
1 May 10, 2024 2,500
2 August 13, 2024 93,900
3 October 30, 2024 5,000
4 December 05, 2024 3,000
5 December 18, 2024 5,483
6 February 18, 2025 4,000

TOTAL

1,13,883

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 Share with differential rights, Sweat Equity Shares or Bonus Shares.

EMPLOYEES STOCK OPTION PLAN / SCHEME

During the year under review, there has been no material change in the existing ESOP Plans of the Company and the same have been 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 are available on the website of the Company at: www.lalpathlabs.com

SUBSIDIARIES

I. Scheme of Amalgamation

During the year under review, the Hon'ble National Company Law Tribunal, Allahabad Bench ("Hon'ble Tribunal" or "NCLT") vide its order dated September 3, 2024 ("the Order") sanctioned the Scheme of Amalgamation of Paliwal Medicare Private Limited ("PMPL") with Paliwal Diagnostics Private Limited ("PDPL"), Subsidiary Companies of the Company. The certified true copy of the aforesaid Order was filed with Registrar of Companies, Kanpur on September 26, 2024, and consequently PMPL stands amalgamated with the PDPL with effect from September 26, 2024 and stands dissolved without being wound-up.

II. Dissolution

During the year under review, Dr. Lal PathLabs Kenya Private Limited, Wholly Owned Subsidiary, a Company incorporated in the Republic of Kenya, dissolved and its name struck off, with effect from the date of publication of gazette notification of Republic of Kenya dated September 13, 2024.

III. Voluntary Liquidation

During the year under review, 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, has distributed its entire business undertaking to the Company on a going concern basis on and with effect from close of business hours of March 18, 2025.

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, 2025 in Form AOC -1 as per the provisions of Companies Act, 2013 is attached herewith as Annexure - 2 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 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 Shares to IEPF Authority as detailed below:

S. Particulars No

Unclaimed Dividend (In Rs.) No. of Equity Shares
1 Final Dividend FY 2016-17 22,749/- 12
2 Interim Dividend FY 2017-18 38,889/- 20

Further, dividend(s) declared during the year pertaining to the equity shares transferred to demat account of the IEPF Authority, were also credited to the IEPF Account.

The Claimant(s), whose un-claimed amount/ shares has been transferred by the Company to IEPF Account may claim their amount/ shares 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, 2025, 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 provided in the prescribed format and annexed herewith as Annexure - 3 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

Dr. Archana Lal Erdmann (DIN: 08432506), Non-Executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting ("AGM") 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 herself for re-appointment. Appropriate resolution for her re- appointment is being placed for the approval by the Members of the Company at the ensuing AGM.

A brief profile of Dr. Archana Lal Erdmann and other related information is detailed in the Notice convening the 31st AGM of your Company.

The Board considered the said re-appointment in the interest of the Company and hence recommends the same to the Members for approval.

II. Completion of Tenure

Dr. Om Prakash Manchanda (DIN: 02099404) ceased as a Director of the Company upon completion of his tenure as Managing Director of the Company on March 31, 2025.

The Board of Directors placed on record their appreciation for the services rendered by Dr. Om during his tenure and for his unwavering commitment to the Company.

III. Re-appointment of Non-Executive Independent Directors

The Board of Directors on April 25, 2025, recommended re-appointment of:

(i) Mr. Rohit Bhasin (DIN: 02478962) as a Non-Executive Independent Director, for a period of five (5) consecutive years commencing from November 08, 2025; and

(ii) Mr. Arun Duggal (DIN: 00024262) as a Non-Executive Independent Director, for a period of three (3) consecutive years commencing from February 02, 2026.

The above re-appointment(s) are subject to the approval of Members of the Company at ensuing Annual General Meeting (AGM). Brief profile(s) and appropriate resolution(s) are detailed in the Notice convening the 31st AGM of your Company.

IV. 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 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, 2025:

i. (Hony) Brig. Dr. Arvind Lal – Executive Chairman i. Dr. Vandana Lal – Whole Time Director

iii. Dr. Om Prakash Manchanda – Managing Director

iv. Mr. Shankha Banerjee – Chief Executive Officer (CEO)

v. Mr. Ved Prakash Goel – Group Chief Financial Officer & CEO – International Business

vi. Mr. Vinay Gujral – Company Secretary & Compliance Officer

During the financial year under review, there were following change(s) in the Key Managerial Personnel of the Company:

i. The Members of the Company at their 30th Annual General Meeting on June 29, 2024 re-appointed Dr. Vandana Lal (DIN: 00472955) as Whole Time Director of the Company for a period of five (05) years effective from April 01, 2025.

ii. Dr. Om Prakash Manchanda (DIN: 02099404) ceased as a Director of the Company upon completion of his tenure as Managing Director of the Company on March 31, 2025.

iii. Basis the recommendation of Nomination & Remuneration Committee, the Board of Directors re-designated Mr. Ved Prakash Goel as Group Chief Financial Officer & Chief Executive Officer – International Business (KMP) of the Company with effect from August 13, 2024.

iv. Basis the recommendation of Nomination & Remuneration Committee, the Board of Directors re-designated Mr. Shankha Banerjee by appointing him as Chief Executive Officer (KMP) of the Company with effect from May 21, 2024.

v. Mr. Bharath U, resigned and ceased as Chief Executive Officer (KMP) of the Company on May 9, 2024.

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 2024-25.

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 their 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 Chair 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 - 4 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 five (5) times during the Financial Year 2024-25. 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, 2025, 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, 2025 and of the profit/ loss of the Company for the Financial Year ended March 31, 2025;

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' REPORT

I. Statutory Auditors

The Members of the Company in their 28th Annual General Meeting ("AGM") 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 AGM till the conclusion of 33rd AGM 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 Auditors' Report for the Financial Year ended March 31, 2025, 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. 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, 2025.

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 ended March 31, 2026, at a fee of H 1.70 Lakh 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.

III. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of your Company appointed M/s Chandrasekaran Associates, Company Secretaries ("Secretarial Auditors") to conduct the Secretarial Audit of the Company for the Financial Year ended March 31, 2025.

The Secretarial Audit Report for the Financial Year ended March 31, 2025, is attached herewith as Annexure - 5 and forms an integral part of this Annual Report. The Secretarial Audit Report is self-explanatory and does not contain any qualification, reservation or adverse remark.

Further, pursuant to the provisions of the Regulation 24A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and basis the recommendation of the Audit Committee, the Board of Directors of your Company appointed M/s. Chandrasekaran Associates, Company Secretaries as Secretarial Auditors of the Company for a term of five (5) consecutive financial years (FY) commencing from FY 2025-26 to FY 2029-30, subject to the approval of Members in ensuing Annual General Meeting. M/s. Chandrasekaran Associates Company Secretaries have provided their consent to be appointed as Secretarial Auditors of the Company for a term of five (5) consecutive Financial Years (FY) commencing from FY 2025-26 to FY 2029-30 and also confirmed that they are not disqualified to be appointed as Secretarial Auditors of the Company. They have also confirmed that they have subjected themselves to the peer review process of the Institute of Company Secretaries of India (ICSI) and hold a valid certificate issued by the Peer Review Board of the ICSI.

The appropriate resolution seeking approval of the Members of the Company for the appointment of M/s. Chandrasekaran Associates Company Secretaries as Secretarial Auditors of the Company is being placed in the Notice of 31st 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/2025-05/Draft-MGT-7-Annual-Return-2024-25.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/2025-01/Policy-on-Related-Party-Transactions.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 the Business and on Arm's Length basis. No Material Related Party Transaction as per the limits specified under 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. 6 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.

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) Regulation, 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 are provided in the "Annual Report on CSR Activities" attached herewith as Annexure - 6 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 2024-25 is attached herewith as Annexure - 7 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') for Financial Year 2024-25 is attached herewith as Annexure - 8 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 2024-25 along with a certificate from the Practicing Company Secretary on its compliance, is attached herewith as Annexure - 9 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 2024-25 is detailed below:

Particulars

No. of Complaint
Compliant pending at beginning of Financial Year 1
Complaint received during Financial Year 3
Compliant resolved during Financial Year 2
Compliant pending at end of Financial Year 2

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. 6,820 KL of water in FY 2024-25.

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, equipped all locations with Advance Autoclave by which Temp, Pressure and time are recorded automatically in graph and data.

IX. E-bikes taken on rent for sample transportation during the FY 2024-25 for home collection and logistics. E-bikes offer a considerable opportunity to cut travel emissions.

X. Commissioned Solar Power of 3 MW via Power Purchase Agreement (PPA) during 2024-25 for alternate Power for National Reference Lab Rohini. The Total current installed capacity of Solar power Plant(s) is 3.18 MW.

XI. Commissioned 27 New CPCB IV Compliant DG in Delhi NCR and 750KVA X 3 DG with Dual Fuel Kit in National Reference Lab, Rohini for reducing the carbon footprints.

(B) TECHNOLOGY ABSORPTION

(i) Imported Technologies:

S. Processes / No Technologies

Description

Date of Adoption or Import

Absorption

Benefits

1 Proteomics Laser Capture Microdissection & Mass Spectrometry Amyloid Typing by Laser Capture Microdissection & Mass Spectrometry is a breakthrough test for accurately identifying different types of Amyloid proteins. Dr. Lal PathLabs pioneers this advanced diagnostic solution as First-of-its-kind in South Asia August, 2024 Fully More than 40 types of Amyloid proteins are discovered till date, and precise knowledge about the type of Amyloid helps doctors in choosing the correct treatment or management plan for the patient. Kidney, Heart, Lungs, Skin are the most common involved, however any organ in the body can be affected.

2 Artificial intelligence (AI) module (QRITIVE) using onvolutional neural netrwork (CNN), Digital Histopathology(WSI)

The AI model uses a Convolutional Neural Network (CNN) to produce pixel-level classifications. Trained on WSIs from lymph node biopsies (breast, colon, and gastric carcinoma), it generates segmentation outputs converted into bounding boxes to identify metastatic regions. The deep learning model achieved 100% sensitivity and 100% negative predictive value, effectively identifying micro metastases that may be missed by human review.

September, 2024

Partial *

Identifying micrometastases, which are small clusters of cancer cells, in lymph nodes, can lead to upstaging the cancer, requiring more extensive treatment, such as surgery or adjuvant therapy.
Micrometastasis detection can significantly alter cancer outcomes by influencing treatment decisions, and prognosis.
Undetected micrometastases can contribute to the failure of primary treatment. Therefore, the identification of occult metastases in patients with early stage cancer could have a substantial clinical impact on the prognosis and optimal therapy for patients with cancer. Integrating this AI system into clinical practice represents a major advancement in automating lymph node metastasis detection, improving diagnostic speed and accuracy

 

S. Processes / No Technologies

Description

Date of Adoption or Import

Absorption

Benefits

3 BD FACSDuet EQUINOX Process automation including antibody cocktail preparation for all flow cytometry tests (ensures all the requisite antibodies (max-13 antibodies) are added in accurate volumes for each tube for all tests. January, 2025 Fully First clinical Lab in India to get complete automation from worklist generation, reagent preparation, processing to reporting in flow cytometry. Reduces TAT and manual errors to improve efficiency, accuracy and quality of testing and reporting.
Traceability of all specimens, reagents and tests thus no ambiguity during analysis and reporting.
Protocols can be customized as per titrated volumes of antibody so that there is no wastage. The use of standardized AUTOMATED assays to measure and enumerate immune parameters (PIDOT & Immune Reconstitution assays) would ensure better accuracy and better quality reports increases the credibility of reports.
4 NovaSeq X-Plus – Ultra high throughput sequencer Uses XLEAP-SBS chemistry, an update to Illumina SBS chemistry. Data analysis pipelines powered by the Illumina DRAGEN Bio-IT Platform. January, 2025 Fully Delivers meaningful genomic insights at scale using high throughput next-generation sequencing (NGS).
Improves Productivity as it allows multiple flow cell configurations to enable

165 Gb to 16 Tb of sequencing data and up to 104 billion paired-end reads per run. Output is adjustable to match sequencing workflow needs.

Provides integrated onboard and cloud-based data analysis workflows and lossless data compression powered by the Illumina DRAGEN Bio-IT Platform.

(*)Validation of the AI deep learning model completed and Commercial deployment is under process for clinical use.

(ii) Other locally sourced Technologies:

ERP Upgrade: The path to have seamless business operations, Dr. Lal PathLabs have upgraded our conventional ERP to latest version of Microsoft Dynamics ERP. The newly implemented ERP is a cloud native platform which is deployed on Software as a Service (SaaS) model on Microsoft Azure cloud (India Region). This gives Dr. Lal PathLabs the advantages of elastic & scalable architecture which can support its growth journey. The new architecture of the ERP is Data-friendly architecture which can support Dr. Lal PathLabs to take decision based on Data. This gives Dr. Lal PathLabs the leverage to run Supply Chain management, Finance & Operations, Projects etc. all on a unified platform. It leverages Dr. Lal PathLabs to monitor the business in real time, forecast outcomes & expand the business

Synchronization of Technology stack for M&A vertical: In our endeavors to leverage technology for supporting the business & the ongoing growth, we upgraded the entire Tech stack of one of our biggest acquisition Suburban Diagnostics recently. It gave us an added advantage of using the infrastructure of the Suburban Diagnostics as well to support the business expansion & provide extra sample processing capabilities. Additionally, it is going to go a long way in providing a seamless & consistent experience for all our customers irrespective of the fact whether the serving facility is of Dr. Lal PathLabs or of Suburban Diagnostics.

AI at the forefront: Dr. Lal PathLabs has always been an early adaptor of technology. We continued to stay ahead of the curve again by introducing multiple AI solutions & AI based models in the various streams of Diagnostics especially to name Histopathology, Cytopathology & Genomics. There is a plethora of AI tools in use for image-based diagnosis & Gene sequencing. Multiple other solutions are in the pipeline to further boost the quality of the diagnosis provided by Dr. Lal PathLabs for its customers

In God and data we trust: We at Dr. Lal PathLabs believe to use the data for business analysis & growth projections. The data brings in undisputable evidence on to the decision-making tables. We give a lot of impetus in using latest technology tools for the analysis of the big data volume. The use of business intelligence tools in data analysis gives a lot of meaningful & actionable insights to business leaders to forecast their respective functions and their KPIs. There are so many analytical dashboards i.e. Sales dashboard, Revenue projections, spend analysis etc. are being used by business users to manage their respective operations. We are on the path to change the Culture of the organization from "Experience Based" decisions to "Data Based" decisions.

(C) Expenditure incurred on Research and Development:

Rs. 42 Million

(D) Foreign exchange earnings and outgo:

Particulars

Amount
(In Rs. Million)
Foreign Exchange Earnings 278.29
Foreign Exchange Outgo 38.01

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 2024-25, 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 2024-25.

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.

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 25, 2025 DIN: 00576638

   

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