About Dr Lal Pathlabs Ltd

Dr Lal PathLabs is among the most trusted diagnostic healthcare service provider in India, offering services through over 5000 diagnostic tests and related healthcare services through a nationwide network of medical laboratory centres. Through its integrated, nationwide network, the Company offers patients and healthcare providers a broad range of diagnostic and related healthcare tests and services for use in core testing, patient diagnosis and the prevention, monitoring and treatment of disease and other health conditions. Presently, the Company is engaged the business of running laboratories for carrying out pathological investigations of various branches of bio-chemistry, hematology, histopathology, microbiology, electrophoresis, immunochemistry, immunology, virology, cytology, and other pathological and radiological investigations. The Company has built a national, 'hub and spoke' network that includes its National Reference Laboratory in New Delhi, Regional Reference Lab in Kolkata and 371 other clinical laboratories, 5,102 patient service centers and 10,938 pickup points as of 31 March 2023. Its customers include individual patients, hospitals and other healthcare providers and corporate customers. Apart from these, the catalogue of services includes 481 test panels, 2763 pathology tests and 1947 radiology and cardiology tests. Late Dr. Major S.K. Lal, commenced the business of providing pathology services and maintaining a blood bank in the year 1949 through sole proprietorship M/s. Central Clinical Laboratory and M/s. Blood Bank Transfusion Centre. The business of diagnostic and related healthcare tests and services now continues to be provided by the Company 'Dr Lal Pathlabs Pvt. Ltd.' Dr. Lal PathLabs Limited was incorporated as a a Private Limited Company with the name Dr. Lal PathLabs Private Limited', on February 14, 1995 at Delhi. The business of the Partnership Firm, Central Clinical Laboratory is now undertaken by the Company, while Central Clinical Laboratory does not undertake any business operations. The Company converted into a Public Limited pursuant to a Special Resolution of the Shareholders of the Company at an EGM held on August 7, 2015. Consequently, name of the Company was changed to Dr. Lal PathLabs Limited' and a fresh Certificate of Incorporation pursuant to the change of name was granted by the RoC on August 19, 2015. The Board of Directors of Dr. Lal PathLabs at its meeting held on 27 May 2016 approved acquisition of M/s Delta Ria and Pathology Private Limited. The Board also approved the acquisition of additional 10% stake each in Dr. Lal PathLabs' subsidiaries M/s Paliwal Diagnostics Private Limited (PDPL) and Paliwal Medicare Private Limited. The Board of Directors of Dr. Lal PathLabs at its meeting held on 12 May 2017 approved the Scheme of Amalgamation of Delta Ria and Pathology Private Limited, a wholly owned subsidiary of the Company with the Company with effect from 1 April 2017. The Scheme was sanctioned by the New Delhi and Ahmedabad Bench of Hon'ble National Company Law Tribunal (NCLT), on October 23, 2018 and December 11, 2018 respectively. Pursuant thereto, in accordance with the terms of the scheme, Delta Ria And Pathology Private Limited was amalgamated with Dr. Lal PathLabs Limited w.e.f. April 1, 2017 (being the appointed date) and consequently stands dissolved without winding up. The Board of Directors of Dr. Lal PathLabs at its meeting held on 7 August 2017 approved acquisition of 70% stake in Dr. Lal Path Labs Bangladesh (Pvt) Limited (DLPLB) from existing shareholders. Prior to investment in the company by Dr. Lal PathLabs, DLPLB shall be acquiring the running diagnostic business of a sole-proprietorship firm in Dhaka, Bangladesh. On 12 December 2017, Dr. Lal PathLabs announced that the Board of Directors of the company's subsidiary Paliwal Diagnostics Private Limited, at its meeting held on 12 December 2017 approved acquisition of a proprietary concern viz. Satya Pathology and Diagnostic Centre (SPDC) based out of Kanpur. SPDC clocked turnover of Rs 1.46 crore in FY 2017. Dr. Lal PathLabs' Kolkata Reference Lab started testing of samples in early January 2018. The World-class Lab will cater the demand from Northeast as well as Eastern regions of India. It will also cater to neighboring international arena. During the FY2019, Dr. Lal Ventures Private Limited and PathLabs Unifiers Private Limited were incorporated on December 10 and December 12, 2018, respectively, as wholly owned subsidiaries of the Company. As on 31 March 2019,the company has 5 domestic and 3 overseas subsidiaries under its roof. The Board of Directors of your Company in their meeting held on February 3, 2020, approved a Scheme of Amalgamation ('the Scheme') between the Company and APL Institute of Clinical Laboratory & Research Private Limited, a wholly owned subsidiary of the Company. The Company is in the process of filing a petition Application before the National Company Law Tribunal, New Delhi for approval of the Scheme of Amalgamation. During the FY2020, Company's Wholly Owned Subsidiary viz M/s. PathLabs Unifiers Private Limited acquired 70% equity stake in M/s Centrapath Labs Private Limited and M/s. APRL PathLabs Private Limited consequent upon which both these Companies became subsidiaries of the Company. Also Dr. Lal PathLabs Kenya Private Limited was incorporated on August 6, 2019, as a Wholly Owned Subsidiary of the Company in Kenya. The Company has subscribed to equity share capital amounting to KES 10 million (Rs 7.10 million) consisting of 9,880 shares of KES 100. As on 31 March 2020,the company has 7 domestic and 4 overseas subsidiaries under its roof. During the year 2019-20, the Company has made a further investment of Rs 599.00 million and Rs 9.00 million in this subsidiary Company Pathlabs Unifiers Private Limited and Dr. Lal Ventures Private Limited respectively through subscription of additional shares. During the quarter ended 30 June 2020,the company has made a further investment of Rs 15 million in its whollyowned subsidiary Pathlabs Unifiers Private Ltd,through subscription of additional equity shares. Subsequent to the quarter ended 30 September 2020,pursuant to approval of the Board of Directors of Pathlabs Unifiers Private Ltd(PUPL),a whollyowned subsidiary,PUPL has signed binding term sheets on 06 November 2020,for the acquisition of the business of Bindish Diagnostic Laboratory LLP,Gujarat,on a going concern basis,for a purchase consideration not exceeding Rs 40 million and equity stake of 40% in ChanRe Diagnostic Services Private Ltd,Bengaluru,for a purchase consideration not exceeding Rs 175 million. Both of these companies are engaged in providing pathological diagnostic services. During the quarter ended 31 December 2020, the company has made a further investment of Rs 225 million in its whollyowned subsidiary,Pathlabs Unifiers Private Ltd,through subscription of additional equity shares. Also the company made a further investment of Rs 40 million in its whollyowned overseas subsidiary,Dr.Lal Pathlabs Kenya Private Ltd,through subscription of additional equity shares. During year 2020-21, the Company added 15 labs, 600 collection center and 2200 pick-up points. It had overall 231 clinical labs, 3,705 patient service centres and 9,247 pickup-up points as on March 31, 2021. The Board of Directors of the Company in their meeting on February 3, 2020, approved a Scheme of Amalgamation between Dr. Lal PathLabs Limited (the Transferee Company) and APL Institute of Clinical Laboratory & Research Private Limited, a wholly owned subsidiary of the Company (Transferor Company), which was sanctioned on May 13, 2022 and the appointed date for the Scheme is April 1, 2020. During the year 2021-22, the Company acquired 100% stake in M/s Suburban Diagnostics (India) Private Limited and consequently, Suburban became a Wholly Owned Subsidiary of the Company, effective November 12, 2021. It introduced 46 labs, 1,026 patient service centers and 1,352 pick-up points. The Company opened its Reference Lab at Vidyavihar, in Mumbai in Jan' 23. Dr. Lal PathLabs expanded its National Reference Lab in Rohini, Delhi, by acquiring a second electron microscope, an upgraded lab information system and advanced tools such as artificial intelligence and data mining. During FY 2023, the Company operated a network of 277 clinical labs, including the prestigious National Reference Lab in Delhi and the Regional Reference Lab in Kolkata, Bangalore and Mumbai. Additionally, with 5,102 Patient Service Centres (PSCs) and 10,938 Pick-up Points (PUPs), the Company has established a nationwide presence. APL Institute of Clinical Laboratory & Research Private Limited, a wholly owned subsidiary of Company (APL/ Transferor Company), was amalgamated with Dr. Lal PathLabs Limited (the Company/ Transferee Company) effective on March 27, 2023. The Company launched 134 tests in FY' 23 to expand the Super Specialty Portfolio.

Dr Lal Pathlabs Ltd Chairman Speech

Dear Shareholders,

It gives me immense pleasure to share with you again at the conclusion of a productive year. Before I begin I hope all of you are in great health and high spirits.

At Dr. Lal PathLabs, we have been very tactfully increasing our presence across the country, which is otherwise fragmented and dominated by unorganised players. We are the leader amongst three lakhs odd clinical laboratories in India. This is because of our unwavering commitment to provide our patients and customers with high-quality diagnostics at competitive prices, while providing them with a superior testing experience via an omnichannel approach. This is precisely in accordance with our internal strategy to reach more consumers in various Indian cities. Today, we have substantially strengthened our presence in the best-in-class quality of services provided across the entire spectrum of tests. In addition to establishing an excellent lab network, we have invested heavily in the brand to leave a lasting impression on consumers. We were the first to recognize that India requires quality diagnostics that are accessible to the masses everywhere in India. In line with this, over the years, we have tracked the gradual evolution of modern medicine in the management of our patients. Since, seventy percent of all medical decisions are based on laboratory tests, accurate diagnostics contribute in a big way towards the management of disease. This includes the entire treatment process which consists of disease detection, prognosis, diagnosis, treatment planning and post-treatment monitoring. To this end, we are continuing to invest in creating an efficient technology-backed network that can align with the growth in sample volumes.

Reflecting on the year gone by, I am delighted to share that we have achieved 15.5% growth in the non-COVID revenue in FY 2022-23. We have proudly served about 26.9 million patients in FY 2022-23. This has come on the back of a sharp focus on core operations across the country including Tier-2 and Tier-3 cities and investments in digital infrastructure. It is worthwhile to note that, since the fiscal marked the first year following two consecutive years dominated by the pandemic, our march towards reaching normalcy was the fastest in the industry. Owing to this, during the fiscal, we were successful in redeployment of the investments we had made for Covid. We continued to make progress across our three strategic pillars that include geographical expansion, creating a unique fresh-size portfolio and augmenting the technology infrastructure for the future.

A key highlight has been the unveiling of our Mumbai Reference Lab at Vidyavihar. This has immediately resulted in the increased testing of the high end tests and it is also the first private lab in West India to have a BSL Level-III biocontainment lab for microbiology and virology testing. This speaks leaps and bounds of our commitment to offer best-in-class services to our patients by bringing them a unique testing experience at affordable rates. We are proud to announce the acquisition of a second electron microscope at our National Reference Lab in Rohini in Delhi while none of the private players in the country have even one electron microscope. Additionally, towards our efforts in strengthening our technological capabilities, we began implementing and upgrading our lab information system and advanced tools like artificial intelligence and data mining. We are again the first in the country to have AI based Histopathological Diagnosis in the field of Prostate and Breast biopsies. We remain the number one Histopathology and Renal biopsy testing center in the world. Needless to add, this enabled us to achieve enhanced operational efficiencies and quicker turnaround time or TAT. In today's ever-evolving business landscape, the significance of Environmental, Social, and Governance (ESG) principles cannot be understated. As a responsible company, we recognise the importance of incorporating ESG practices into our operations. Over the years, we have taken significant strides to not only thrive within our industry but also assume full responsibility for our immediate environment.

We also take pride in being a people-oriented organisation. We are happy to share with you that the international Newsweek magazine has given us the 15th ranking worldwide in the hundred ‘Global Most Loved Work Places 2023'. In this list, there are only two other Indian companies which are ranked much lower. We firmly believe in creating an inclusive and diverse workforce. To that end, we have actively recruited differently-abled individuals and provided them with employment opportunities within our organisation. We have also invested in building facilities that cater to the needs of differently-abled employees.

As we go forward, we are very optimistic about the future of the industry. We believe that diagnostics will play an important role in the healthcare industry, as it serves as the crucial first step in the healthcare journey – remember ‘Test, Track and Treat'! Moreover, a significant portion of India remains underserved in terms of both diagnostics and healthcare access. As the government takes steps to establish healthcare networks in these underserved regions, we anticipate a positive ripple effect on disease awareness, discovery, and treatment. Given that diagnostics form the cornerstone of healthcare decision-making, our industry is poised to benefit from this increased awareness and access. As the leader in this space, we believe all of this will accrue to us in some form and shape in the long term. We are focusing on certain areas that will amplify our growth in the coming years. These include: E xploring possible synergies

The diagnostic industry is experiencing competition from various directions with multiple players exploring diversification opportunities. In response to this dynamic environment, we are also looking forward for possible synergies to drive our growth and maintain a competitive edge Pushin g higher test portfolio We recognise the importance of offering a diverse and comprehensive test portfolio to meet the evolving needs of healthcare providers and patients. We are continuing to add new tests to our test menu and diversify our reach to higher franchise share of patient service centers P enetrate in Tier-2 and Tier-3 markets - We see an immense potential in Tier-2 and Tier-3 markets, where access to diagnostic services may be limited. We are therefore looking forward to extend our reach in these markets, bringing our expertise, technology, and services closer to the underserved population E xploring opportunities in

Southern Market - Witnessing the southern region as a significant growth potential for our organisation, we are also actively exploring opportunities to expand our presence in this market Most importantly, people are at the heart of our organisation and we remain committed to being people and customer oriented, placing their needs at the forefront of our operations. We also remain dedicated to giving back to the communities we serve and making a positive impact on society.

In conclusion, we appreciate your continued support and trust as we propel our organisation towards sustained success in the competitive landscape.

Thank you for your confidence in our Company.

Warm regards,

(Hony) Brig. Dr. Arvind Lal, - Padma Shri

Executive Chairman

Your Directors have pleasure in presenting the 29^th Annual Report on the business and operations of your Company along with the audited statement of accounts for the financial year ended March 31, 2023.

The Financial performance of your Company for the year ended March 31, 2023 is summarized below:

(H in Million)

These numbers have been restated pursuant to approval of Scheme of Amalgamation of APL Institute of Clinical Laboratory & Research Private Limited with the Company.

During the FY 2022-2023, the Company reported a Consolidated Total Income of H 20,586 Million compared to H 21,400 Million in the previous year. The Consolidated Net Profit After Tax of the Company stood at H 2,411 Million compared to H 3,503 Million in the previous year.

During the FY 2022-2023, the Company reported a Standalone Total Income of H 18,156 Million compared to H19,319 Million in the previous year. The Standalone Net Profit After Tax of the Company stood at H 2,924 Million compared to H 3,453 Million in the previous year.

The consolidated financial statements of your Company for the Financial Year 2022-23, 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.

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

In addition, your Directors are pleased to recommend dividend of H 6/- per equity share of face value of H 10/- each as Final Dividend for the Financial Year 2022-23, for approval by the shareholders at the ensuing 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://uat-cdn.drlallab.com/2023-06/ Dividend-Distribution-Policy.pdf

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

The Board of Directors of your Company in their meeting on February 03, 2020, approved a Scheme of Amalgamation ("the Scheme") between Dr. Lal PathLabs Limited (the Company/Transferee Company) and APL Institute of Clinical Laboratory & Research Private Limited, a wholly owned subsidiary of the Company (APL/ Transferor Company), having its Registered Office in Ahmedabad, subject to requisite approvals under Section 230 to 232 of the Companies Act, 2013 ("the Act").

The Scheme was sanctioned by New Delhi and Ahmedabad Bench of Hon'ble National Company Law Tribunal (NCLT) on May 13, 2022 and March 17, 2023 respectively.

The certified true copies of the Order(s) of New Delhi and Ahmedabad Bench of Hon'ble NCLT were filed with respective Registrar of Companies - Delhi and Registrar of Companies - Ahmedabad on June 8, 2022 and March 27, 2023, respectively and consequent upon that APL stands amalgamated with the Company w.e.f March 27, 2023 (being the effective date). Pursuant thereto and in accordance with the terms of the Scheme, APL gets amalgamated with the Company w.e.f. April 1, 2020 (being the appointed date) and consequently stands dissolved without being wound-up.

During the year under review, the authorized share capital of the Company has been increased from H 1,07,95,00,000/- divided into 10,79,50,000 equity shares of H 10/- each to H 1,07,96,00,000/- divided into 10,79,60,000 equity shares of H 10/-each, by virtue of the NCLT's Order(s) passed for sanctioning the Scheme of Amalgamation of APL Institute of Clinical Laboratory & Research Private Limited with the Company.

During the year under review, the paid-up equity share capital of the Company has been increased from H 83,34,48,770/- divided into 8,33,44,877 equity shares of H 10/- each to H 83,36,78,770/- divided into 8,33,67,877 equity shares of H10/- each pursuant to allotment of Equity Shares under the Employee Stock Option Plan 2010 of the Company as detailed below:

Further, after the closing of financial year 2022-23 the paid-up equity share capital of the Company has also been increased from H 83,36,78,770/- divided into 8,33,67,877 equity shares of H 10/- each to H 83,41,48,770/- divided into H 8,34,14,877 equity shares of H 10/- each pursuant to allotment of Equity Shares under the Employee Stock Option Plan 2010 of the Company as detailed below:

These Equity Shares are 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.

During the year under review, the Shareholders of the Company in their 28^th Annual General Meeting held on June 30, 2022 approved Dr. Lal PathLabs Employee Stock Option Plan, 2022 ("ESOP Plan, 2022").

Further, there has been no material change in the existing ESOP Plans of the Company viz. (i) Employee Stock Option Plan, 2010, (ii) Employee Restricted Stock Unit Plan, 2016 and (iii) Employee Stock Option Plan, 2022 and these Plans have been implemented in compliance with relevant/ applicable ESOP Regulations/ Guidelines. The disclosure(s) as required under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are disclosed on the website of the Company and can be accessed at https://uat-cdn.drlallab.com/2023-08/Information-as-per-SEBI-(SBEB)-Regulations-FY23.pdf

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, 2023 in Form AOC -1 as per the 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 Shareholders 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 also available on the website of the Company at: https://uat-cdn. drlallab.com/2023-06/Policy-for-determining-Material-Subsidiaries.pdf

During the year under review, pursuant to the provisions of Section 125 of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time, your Company has duly transferred Unclaimed IPO Share Application Money of H 12,59,200 (Rupees Twelve Lakh Fifty Nine Thousand Two Hundred only) to Investor Education and Protection Fund (IEPF) Account of Central Government.

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

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, 2023 and the date of the report.

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.

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 Shareholders, excluding the aforementioned information. Any Shareholder interested in obtaining a copy of such statement may write to the Company Secretary of the Company at cs@lalpathlabs.com.

The composition of Audit Committee has been detailed in the Corporate Governance Report, forming part of this Annual Report. All recommendations made by the Audit Committee have been accepted by the Board of Directors.

Mr. Rahul Sharma (DIN: 00956625), 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 himself for re-appointment. Appropriate resolution for his reappointment is being placed for the approval by the Shareholders of the Company at the ensuing AGM. A brief profile of Mr. Rahul Sharma and other related information is detailed in the Notice convening the 29^th AGM of your Company.

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

The tenure of majority of the Independent Directors on the Board of the Company shall be coming to an end by August, 2023. In order to ensure smooth transition at the Board Level, the Board of Directors on recommendation of Nomination & Remuneration Committee and after evaluating balance of skills, knowledge and experience available on the Board, approved, the appointment of: i. Mr. Rohit Bhasin (DIN: 02478962) as an Additional Director in the category of Independent Director, not liable to retire by rotation for a term of three (3) consecutive years beginning from November 8, 2022. ii. Mr. Arun Duggal (DIN: 00024262) as an Additional Director in the category of Independent Director, not liable to retire by rotation for a term of three (3) consecutive years beginning from February 2, 2023. Further, the Shareholders of the Company by way of Postal Ballot(s), approved the appointment of Mr. Rohit Bhasin and Mr.

Arun Duggal as Independent Directors of the Company on December 14, 2022 and March 10, 2023 respectively. iii Mr. Gurinder Singh Kalra (DIN: 10197218) and Mr. Rajit Mehta (DIN: 01604819) appointed as Additional Directors in the category of Independent Directors not liable to retire by rotation for a term of three (3) consecutive years beginning from July 27, 2023, subject to the approval of Shareholders at the ensuing Annual General Meeting.

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 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 Regulation 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.

In accordance with the provisions of Section 2(51) and 203 of the Companies Act, 2013 read with Rules made thereunder, the following were the Key Managerial Personnel (KMPs) of the Company as on March 31, 2023:

1. (Hony) Brig. Dr. Arvind Lal – Executive Chairman

2. Dr. Om Prakash Manchanda – Managing Director

3. Dr. Vandana Lal – Whole Time Director

4. Mr. Bharath U - Chief Executive Officer

5. Mr. Ved Prakash Goel – Group Chief Financial Officer; and

6. Mr. Rajat Kalra - Company Secretary and Legal Head

Mr. Rajat Kalra, resigned as Company Secretary and Legal Head of the Company w.e.f. March 31, 2023 (closing of business hours).

Basis the recommendation of Nomination & Remuneration Committee, the Board of Directors appointed Mr. Vinay Gujral as Company Secretary (KMP) of the Company w.e.f May 11, 2023.

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 2022-23. 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.

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

The Nomination and Remuneration Policy as updated 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 at the website of the Company at: https://uat-cdn.drlallab.com/2023-06/Nomination-and-Remuneration-Policy.pdf

The Board met Four (4) times during the Financial Year 2022-23. The details of the meeting of the Board and its Committees thereof are given in the Corporate Governance Report, which forms an integral part of this Annual Report.

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, 2023, 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, 2023 and of the profit/loss of the Company for the Financial Year ended March 31, 2023; 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.

The Shareholders of the Company in their 28th Annual General Meeting (AGM) held 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) year(s) i.e. from the conclusion of 28^th AGM till the conclusion of 33^rd 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, 2023, does not contain any qualification, reservation or adverse remark.

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

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 2022-23.

The Board of Directors on the recommendations of the Audit Committee has appointed M/s A.G. Agarwal & Associates, Cost and Management Accountants, as Cost Auditors of the Company for the Financial Year 2023-24 at a fee of H 1,00,000/- (Rupees One Lakh Only) plus applicable taxes and out of pocket expenses subject to the ratification of the said fees by the Shareholders at the ensuing AGM.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed M/s PDS & Co., Company Secretaries ("Secretarial Auditors") to conduct the Secretarial Audit of the Company for the Financial Year 2022-23.

The Secretarial Audit Report for the Financial Year ended March 31, 2023 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. In compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, Secretarial Audit Report of Material Wholly Owned Subsidiary Company viz. Suburban Diagnostics (India) Private Limited is also attached herewith as Annexure-6 and forms an integral part of this Annual Report. The Secretarial Audit Report of Suburban Diagnostics (India) Private Limited is self-explanatory and does not contain any qualification, reservation or adverse remark.

The Annual Return of the Company in Form MGT- 7 in accordance with Section 92(3) of the Companies Act, 2013 is available on the website of the Company at https://uat-cdn.drlallab.com/2023-08/MGT-7-Annual-Return-2022-23.pdf

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://uat-cdn.drlallab.com/2023-06/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.

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.

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 included in the Corporate Governance Report.

Your Company has a Whistle Blower Mechanism in place as required under Section 177 of the Companies Act, 2013 and 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

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 duties as a responsible corporate citizen. The composition of CSR committee, details of Unspent amount transferred to Unspent CSR Account along with reason thereof 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-7 and forms an integral part of this Annual 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 2022-23 is attached herewith as Annexure- 8 and forms an integral part of this Annual 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 2022-23 is attached herewith as Annexure-9 and forms an integral part of this Annual 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 2022-23 along with a certificate from the Practicing Company Secretary on its compliance, is attached herewith as Annexure-10 and forms an integral part of this Annual Report.

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 2022-23 is detailed below:

The information on conservation of energy, technology absorption 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:

I. Maintaining power factor (PF) upto .99 (unity). Maintaining upto- 0.9994 at majority of the locations 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 air conditioning systems across the nation, which helps in conserving Ozone layer. IV. Automatic phase sequence corrector panel installed in 22 locations to saving the Diesel consumption.

V. Current installed capacity of solar power plants is 100 KW (50+50) in National Reference Lab, Rohini, Delhi and 10KW in Reference Lab, Kolkata.

VI. De-scaling of Chillers is being done semi-annual for better efficiency & saving the energy VII. RO waste water recycling has helped in saving approx. 36KL of water per day in FY 2022-23, VIII. ETP (Effluent Treatment Plant) installed in all satellite labs for waste water treatment

XII. Energy Consumption Data: throughout the year across the Nation to treat the liquid waste of labs, to keep environment clean.

IX. Equipped all locations with Advance Autoclave by which Temp, Pressure and time are recorded automatically in graph and data. It's as per BMW guidelines. X. 89 E-bikes taken on rent for sample transportation during the FY 2022-23 for home collection and logistics. E-bikes offer a considerable opportunity to cut travel emissions. Switching from a daily car journey to an e-bike can save an average 249g of CO2 for every 1km travelled. XI. 12 locations were D&I accessible during the FY 2022-23, to make work place workable for everyone's. moving non-accessibility to accessibility.

The Company had further added solar energy system of 50 KW at its National Reference Lab in Rohini, New Delhi.

The Company has spent approx. Rs 3.2 Million on installation of solar energy system at its National Reference Lab in Rohini, New Delhi.

RE Owned IP: Dr. Lal PathLabs Ltd. (DLPL) has been a pioneer in introducing newer technologies & newer strategies to run the business operations ever efficiently & consistently improved the service deliveries to its customers. One such latest tech initiative in the long list of tech driven solution is the creation of an in-house AI system for suggestive insights to its customers. The same is being called as Reco.A

I. The said engine is DLPL's own IP & is able to suggest / recommends the customers for relevant tests basis various parameters

i.e. Current health conditions, Past result trends, demographic details, disease categories etc. The data models imbibed & deployed under Reco.AI have been enriched by processing a huge amount of clinical data. PLM: DLPL is committed to offer a full scale Patient Lifecycle management (PLM) for its customers. The aim is to have an enhance customer experience by managing the PLM & on-boarding the customers on the transition of mind set of illness to wellness. There are several campaigns & programs created under this PLM where the in depth data analysis & lots of cutting edge technologies like predictive & profiling AI models are being used to help customers in the management of their healthcare. We at DLPL call it Customer health improvement philosophy (‘CHIPs') which aims to simplify patient lives by creating more tech enabled centres of excellence (‘COE') and leveraging digital infrastructure. There has been a majority of influx of technology in the digital infrastructure i.e. Data analytics, Chatbots, AI driven IVRs, One Common registration for POS etc. Logistics Owned IP: One of the important cog in running the DLPL business wheel is the automation in Logistics operations. The automation is of the most significant essence here as the volume & touch points of sample collection is tremendous & simply not possible to manage through manual / conventional means. The technology has again come to front in developing a home grown Logistics automation system. The System is using latest tech stack to manage the sample collection, Sample handover, Tracking of sample movements, fleet management etc. AI driven data models are used for Route optimizations & the image recognition models are used for tube scanning & bagging process. Geo fencing & Secure QR code based hand over process are also included for bringing in overall efficiency in the system.

Medprime, a startup incubated at NASSCOM, has developed a low cost, light weight, smart & connected Microscope, which can be deployed at remote locations. Within seconds, the enhanced images of the hematology peripheral smear slide can be sent digitally to the expert who can examine those for Second opinion. Deployed at 18 remote locations, it has reduced turn-around time of second opinion slides. Also, the images of the samples being sent digitally to the expert has enabled them to do the examination from any place, thereby enabling those in any location to take up the examination of sample sent from anywhere, allowing improvement in operational efficiency.

(C) Expenditure incurred on Research and Development: H 36 Million

() It em representing Profit & Loss A/c for the year

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 2022-23, 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.

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.

There was no change in the nature of business of the Company during Financial Year 2022-23.

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 Shareholders (SS-2).

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 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.