The Directors take pleasure in presenting the 08th Annual Report together with the
Audited Financial Accounts for the year ended 31st March, 2025.

1. Financial Performance: -

The financial performance of the Company for the Year ended 31^st March, 2025 is as
summarized below:

2. Performance Review: -

Your directors report that for the year under review, the revenue of your Company
stands at Rs. 445.38 lakhs.

3. Capital Structure: -

As on 31.03.2025, there is no change in the Authorized and Issued Share Capital
of the Company.

4. Dividend: -

Your directors do not recommend any dividend for the year 2024-2025.

5. Deposit: -

During the year, your company has not accepted any deposits from the public and
therefore no information is required to be furnished in respect of outstanding
deposits.

6. Change in Nature of Business: -

There is no significant change made in the nature of the company during the financial
year.

7. Transfer to Reserve: -

During the period under review the Company has not transferred any profit to the
reserves.

8. Details of Directors and Key Managerial Personnel: -

During the Financial year Mr. Karan Kumar has resigned as Company secretary w.e.f.
April 06, 2024 and Ms. Namita Anand has Joined in place of him on May 02, 2024

Ms. Namita Anand resigned as Company Secretary of the Company on November 08,
2024 and Ms. Saniya Hussain appointed as Company Secretary of the Company we.f.
February 21, 2025.

Shareholding of directors in the company as on March 31, 2025 is given below-

Brief composition of the Board of Directors of the Company is annexed to this report as
Annexure - II.

NO MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY HAVE OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE REPORT

9. Directors’ Responsibility Statement: -

Your Director state that:

a. In the preparation of the annual accounts for the financial year 2024-2025, the
applicable accounting standards read with requirements set out under Schedule III
of the Companies Act, 2013, have been followed and there are no material
departures from the same;

b. Appropriate accounting policies have been selected and applied consistently and
such judgments & estimates have been made that are reasonable and prudent so as
to give a true and fair view ofthe state of affairs of the Company as on 31st March,
2025 and of the Profit and loss of the Company for the accounting year ended on
that date;

c. Proper & sufficient care has been taken 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 & detecting fraud
and other irregularities; and

d. The annual accounts of the Company have been prepared on a going concern basis.

e. The Directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and
operating effectively.

f. The Directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.

10. Statutory Auditors: -

M/s. ATN & Company, Chartered Accountants (Firm Registration Number-
024866N), have been appointed as statutory auditor’s of the Company in the meeting
of Board held on May 30, 2024 for the period of 5 years and to hold office from
conclusion of 7^th AGM till the Conclusion of 12^th AGM of the Company.

11. Auditors’ Report: -

The Notes on the Financial statement referred to in the Auditor’s report are self¬
explanatory and do not call for any further comments. The Auditor’s Report does not
contain any qualification, reservation or adverse remark.

12. Subsidiary Company: -

Currently, your company does not have any subsidiaries.

13. Tax Provisions: -

The Company has made adequate provisions as required under the provisions of the
Income Tax Act, 1961 as well as other relevant laws governing taxation on the
company.

14. Corporate Governance: -

The company is listed on BSE-SME. Hence, the Corporate Governance Report is
not applicable to the Company for the financial year 2024-2025.

15. Conservation of energy, technology absorption, and foreign exchange earnings and
outgo: -

The particular as prescribed under sub-Section (3) (m) of section 134 of the
Companies Act, 2013 read with Rule 8(3) the Companies (Accounts) Rules, 2014,

(i) Part A and B of the Rules, pertaining to conservation of energy and technology
absorption are not applicable to the Company.

(ii) Foreign Exchange Earnings and Outgo:

Foreign Exchange earned: Nil
Foreign Exchange used: Nil

16. Corporate Social Responsibility: -

The Company is not required to constitute a Corporate Social Responsibility
Committee as it does not fall within the purview of Section 135(1) of the
Companies Act, 2013 and hence it is not required to formulate policy on
Corporate Social Responsibility.

17. Particulars of employees: -

The information required under Section 197 of the Act and rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 are given below:

There is no employee who is drawing remuneration of more than One Crore and Two
Lakhs per annum, more than Eight Lakhs and Fifty Thousand per month, and more than
the remuneration of Managing Director or Whole-time Director.

The Board confirms that the remunerations paid to the directors are as per the remuneration
policy.

18. Meetings of the Board of Directors: -

Board of directors of the Company have met 7 times during the financial year:

02-05-2024, 30-05-2024, 07-09-2024, 14-10-2024, 31-12-2024, 21-02-2025,

29-03-2025

19. Statement on Declaration Given by Independent Directors under Sub-Section (6) Of
Section 149: -

The independent directors have provided their declaration, as required pursuant to
Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of
independence as provided in sub-Section (6).

20. Particulars of Loan, Guarantees and Investments by Company: -

During the financial year ended March 31, 2025, no loan, guarantee and investment
under Section 186 of the Companies Act, 2013 was made by the Company.

21. Related Party Transactions: -

During the year under review, besides the transactions reported in Notes to
Accounts and AOC-2 (Annexure -I), forming part of the Annual Report. There
were no other related party transactions with its promoters, directors, directors and
management that had a potential conflict of interest of the Company at large.

22. Annual Return and Dividend Distribution Policy

The Annual return and dividend distribution policy of the Company can be accessed at
the below link: http: //lalchandanipathlab.com

23. Significant and Material Orders Passed By the Regulators or Court:-

There are no Significant and Material orders passed by the regulators or Courts that
would impact the going concern status of the Company and its future operations.

24. Audit Committee: -

In accordance with the provisions of Section 177 of the Companies Act, 2013, there
is no change in the constitute of an Audit Committee. Audit Committee acts in
accordance with the terms of reference specified from time to time by the Board.

There is no such incidence where Board has not accepted the recommendation of the
Audit Committee during the year under review.

Audit Committee as on March 31, 2025:

25. Nomination and Remuneration Committee: -

In accordance with the provisions of Section 178(1) of the Companies Act, 2013, there
is change in the constitute a of the Nomination and Remuneration Committee.
Nomination and Remuneration Committee acts in accordance with the terms of
reference specified from time to time by the Board.

Nomination and Remuneration Committee as on March 31, 2025:

26. Stakeholders Relationship Committee: -

In accordance with the provisions of Section 178(5) of the Companies Act, 2013,
there is change in the constitute of a Stakeholders Relationship Committee.
Stakeholders Relationship Committee acts in accordance with the terms of reference
specified from time to time by the Board.

Stakeholders Relationship Committee as on March 31, 2025:

27. Reporting Under the Provisions of Sexual Harassment of Women at Workplace
(Prevention, Prohibition And Redressal) Act, 2013:-

The company has in place a policy for prevention of sexual harassment in
accordance with the requirements of the Sexual Harassment of women at workplace
(Prevention, Prohibition & Redressal) Act, 2013.

The Company has framed proper policy to redress complaints received regarding
sexual harassment. All employees (permanent, contractual, temporary, trainees) are
covered under this policy. As per Section 22 and 28 of the Sexual harassment of
Women at Workplace (prevention, prohibition and redressal) Act, 2013, the
Internal Complaints Committee (ICC) has been set up to redress complaints
received regarding sexual harassment.

No Sexual harassment complaints have been received and disposed off during the
financial year 2024-2025.

Disclosures in relation to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013:

a. number of complaints filed during the financial year: Nil

b. number of complaints disposed of during the financial year: N.A.

c. number of complaints pending as on end of the financial year: Nil

28. Compliance with the Code of Conduct: -

The Board of Directors has laid down a Code of Conduct to be followed by the
board members and all senior Managerial personnel of the company.

All Board Members and senior management Executives have affirmed compliance
with the code of conduct for the Financial Year 2024-2025. Annexure - III

29. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, is
presented in a separate section forming part of the Annual Report and is annexed
herewith as Annexure - IV.

30. Details in Respect of Adequacy of Internal Financial Controls with Reference
to the Financial Statement:-

Internal Control Systems has been designed to provide reasonable assurance that
assets are safeguarded, transactions are executed in accordance’s with
management’s authorization and properly recorded and accounting records are
adequate for preparation of financial statements and other financial information.
Internal check is conducted on a periodical basis to ascertain the adequacy and
effectiveness of internal control systems.

Further, the testing of such controls shall also be carried out independently by the
Statutory Auditors as mandated under the provisions of the Companies Act, 2013.

In the opinion of the Board, the existing internal control framework is adequate and
commensurate to the size and nature of the business of the Company.

31. Risk Management Policy:-

The Company has established a well-defined process of risk management, wherein the
identification, analysis and assessment of the various risks, measuring of the probable
impact of such risks, formulation of risk mitigation strategy and implementation of
the same takes place in a structured manner. Though the various risks associated with
the business cannot be eliminated completely, all efforts are made to minimize the
impact of such risks on the operations of the Company. The Company on various
activities also puts necessary internal control systems in place across the board to
ensure that business operations are directed towards attaining the stated organizational
objectives with optimum utilization of the resources.

32. Nomination and Remuneration policy of Directors, Key Managerial Personnel
And other Employees:-

In adherence of Section 178(1) of the Companies Act, 2013, the Board of Directors of
the Company in its Meetings, approved a policy on directors’ appointment and
remuneration including criteria for determining qualifications, positive attributes,
independence of a director and other matters provided u/s 178(3), based on the
recommendations of the Nomination and Remuneration Committee. The broad
parameters covered under the Policy are - Company Philosophy, Guiding Principles,
Nomination of Directors, Remuneration of Directors, Nomination and Remuneration
of the Key Managerial Personnel (other than Managing/ Whole-time Directors), Key-
Executives and Senior Management and the Remuneration of Other Employees.

33. Acknowledgement:-

The Board wishes to place on record its sincere appreciation for the assistance and
co-operation received from Bankers, Government Departments and other Business
Associates for their continued support towards the conduct of operations of the
Company efficiently.

The Directors express their gratitude to the shareholders for their continuing
confidence in the Company. The Directors also acknowledge the hard work and
persuasive efforts put in by the employees of the Company in carrying forward
Company’s vision and mission.

On behalf of Board of Directors
For Dr Lalchandani Labs Limited

Sd/-

Arjan Lalchandani Date: 06.09.2025

Managing Director Place: Delhi

DIN:07014579

Registered Office:

M-20 BASEMENT, GREATER KAILASH-1,

South Delhi, NEW DELHI, Delhi, India, 110048