Aspira Pathlab & Diagnostics Ltd — Others, 09-06-2025: AGM/EGM

Aspira Pathlab & Diagnostics Limited

Regd. Office: Flat No. 2, R D Shah Building, Shraddhanand

Road, Opp. Railway Station, Ghatkopar (W), Mumbai 400 086

Corporate Office: 6 & 7, Bhaveshwar Arcade, Near Shreyas

Junction LBS Marg, Behind Saraswat Bank, Ghatkopar (W),

Mumbai-400086

CIN: L85100MH1973PLC289209

INDIA’S FIRST

FULLY INTEGRATED LAB

0227197 5756, 022 2513 9090 www.aspiradiagnostics.com

support@aspiradiagnostics.com │info@aspiradiagnostics.com

Date: June 09, 2025

To,

BSE Limited,

Listing Department

Phiroze Jeejeebhoy Towers,

Dalal Street, Mumbai-400001.

Security Code: 540788

Security ID: ASPIRA

Sub: Notice of Postal Ballot of Aspira Pathlab & Diagnostics Limited

Dear Sir/Madam,

We enclose a copy of the Postal Ballot Notice (“Notice”) dated May 16, 2025 together with the Explanatory Statement

thereto, seeking approval of the Members for the re-appointment and remuneration of Dr. Pankaj J. Shah (DIN:

02836324) as a Managing Director & CEO of the Company for a term of three (3) consecutive years.

In accordance with the applicable laws and circulars thereunder, the Notice will be sent in electronic mode only to

those members whose names appeared in the Register of Members/ List of Beneficial Owners maintained by the

Company RTA/ Depositories respectively as at close of business hours on (Cut-off Date) Friday, June 06, 2025.

The Notice is also available on the website of the Company i.e., www.aspiradiagnostics.com. Members whose

names appeared in the Register of Members/ List of Beneficial Owners as of the cut-off date i.e., Friday, June 06,

2025 are eligible for remote e-voting.

The e-voting period will commence on Wednesday, June 11, 2025 at 9:00 a.m. (IST) and end on Thursday,

July 10, 2025 at 5:00 p.m. (IST).

Kindly take the same on record.

Thanking you.

Yours Faithfully,

For Aspira Pathlab & Diagnostics Limited

Krupali Shah

Company Secretary & Compliance Officer

Encl:a/a

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ASPIRA PATHLAB & DIAGNOSTICS LIMITED

Regd. Office: Flat No. 2, R.D. Shah Bldg., Shraddhanand Road, Opp. Ghatkopar

Railway Station, Ghatkopar (West), Mumbai-400086.

Corporate Office: 6 & 7, Bhaveshwar Arcade, Near Shreyas Junction LBS Marg,

Behind Saraswat Bank, Ghatkopar (W), Mumbai-400086

CIN: L85100MH1973PLC289209 Website: www.aspiradiagnostics.com

Email: info@aspiradiagnostics.com;

NOTICE OF POSTAL BALLOT

[Pursuant to Section 110 of the Companies Act, 2013 read with Rules 20 and 22 of the Companies

(Management and Administration) Rules, 2014 as amended]

E-VOTING STARTS ON E-VOTING ENDS ON

Wednesday, June 11, 2025 at 9.00 a.m. (IST) Thursday, July 10, 2025 at 5:00 p.m. (IST)

To,

The Member(s),

Aspira Pathlab & Diagnostics Limited

Notice is hereby given that the resolutions set out below are proposed to be passed by the Members of Aspira

Pathlab & Diagnostics Limited (“the Company”) by means of Postal Ballot through remote e-voting only pursuant

to the provisions of Sections 108 and 110 and all other applicable provisions of the Companies Act, 2013 (“the Act”)

read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”)

(including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and in accordance

with the guidelines prescribed by the Ministry of Corporate Affairs, inter-alia, for conducting Postal Ballot through

e-voting vide General Circulars Nos. 14/2020 dated April 8, 2020; General Circular No. 17/2020 dated April 13,

2020; General Circular No. 22/2020 dated June 15, 2020; General Circular No. 33/2020 dated September 28, 2020;

General Circular No. 39/2020 dated December 31, 2020; General Circular No 10/2021 dated June 23, 2021; General

Circular No. 20/2021 dated December 8, 2021; General Circular No. 3/2022 dated May 5, 2022; General Circular No.

11/2022 dated December 28, 2022, General Circular No. 9/2023 dated September 25, 2023 and General Circular No.

9/2024 dated September 19, 2024 respectively (“MCA Circulars”), Regulation 44 of the SEBI (Listing Obligations

and Disclosure Requirements) Regulations, 2015 (the “SEBI LODR Regulations”), Secretarial Standard - 2 issued by

the Institute of Company Secretaries of India and other applicable laws and regulations, if any. the resolution(s) set

out below is/are proposed to be passed by the Members of by way of Postal Ballot, only by way of remote e-voting

(“e-voting”) process.

An explanatory statement pursuant to Sections 102(1) and other applicable provisions, if any, of the Act, pertaining

to the resolution setting out the material facts and reasons thereof, is appended to this Postal Ballot Notice. Pursuant

to Rule 22(5) of the Rules, the Board of Directors of your Company at its meeting held on May 16, 2025, has

appointed Ms. Prajakta V. Padhye (COP No, 7891 & Membership No. 7478), Partner of M/s. Nilesh A. Pradhan &

Co., LLP Practicing Company Secretaries, as the Scrutinizer to conduct the Postal Ballot through remote e-voting

process in a fair and transparent manner.

In compliance with the provisions of Sections 108 and 110 of the Act, read with Rules 20 and 22 of the Rules and

Regulation 44 of the SEBI Listing Regulations and MCA Circulars, the Company has engaged the services of

National Securities Depositary Limited (“NSDL”) to provide remote e-voting facility to all the members. Members

are requested to follow the procedure as stated in the Notes for casting of votes by e-voting.

The remote e-voting period commences from 9.00 a.m. (IST) on Wednesday, June 11, 2025 and ends at 5.00 p.m. (IST) on

Thursday, July 10, 2025. The Scrutinizer will submit his report to the Chairman of the Company, or any person

authorized by him upon completion of the scrutiny of the votes cast through remote e-voting. The results of the

Postal Ballot will be announced on or before 5.00 p.m. (IST) on Saturday, July 12, 2025.

The said results along with the Scrutinizer’s Report would be intimated to BSE Limited, where the Equity Shares of the

Company are listed. Additionally, the results will also be uploaded on the Company’s website

www.aspiradiagnostics.com and on the website of National Securities Depository Limited (“NSDL”)

www.evoting.nsdl.com. The Scrutinizer’s decision on the validity of the Postal Ballot shall be final.

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SPECIAL BUSINESS:

ITEM NO.1

To approve the re-appointment and remuneration of Dr. Pankaj Shah (DIN: 02836324) as a Managing Director &

CEO of the Company for a term of three (3) consecutive years

To consider and if thought fit, to pass with or without modification(s), the following resolution as Special Resolution:

“RESOLVED THAT pursuant to provisions of Sections 196, 197 and 203 read with Schedule V and other applicable

provisions, if any, of the Companies Act 2013, as amended from time to time thereto and the Articles of

Association of the Company, subject to such other consents and permission as may be necessary, and subject to such

modifications, variations as may be approved and acceptable, approval of the Company be and is hereby accorded for the

reappointment of Dr. Pankaj Shah (DIN: 02836324) as Managing Director & CEO of the Company, whose office will be

liable to determination by retirement by rotation, for a period of three years from August 01, 2025 to July 31, 2028 as

approved by the Nomination & Remuneration Committee and Board in its meeting held on May 16, 2025.

RESOLVED FURTHER THAT approval of the shareholders of the Company be and is hereby accorded for payment of

remuneration of Rs. 60,00,000/- (Rupees Sixty Lakhs) per annum including perquisites, allowances, benefits and

amenities payable for a period of three (3) years w.e.f. August 01, 2025 to July 31, 2028, as per the terms and conditions of

Dr. Pankaj Shah for the aforesaid re-appointment and as set out in the statement annexed to the Notice.

RESOLVED FURTHER THAT in the event of loss or inadequacy of profits in any financial year during the currency of

tenure of the appointment, the Managing Director & CEO shall be paid salary, perquisites and other allowances as

set out in Explanatory Statement, as the minimum remuneration, subject to ceiling as specified in Schedule V of the

Companies Act, 2013 from time to time and in accordance with the provisions of the Companies Act, 2013.

RESOLVED FURTHER THAT the Board of Directors and/or any Committee thereof be and is hereby

authorized from time to time to amend, alter or otherwise vary the terms and conditions of these re-appointment

and remuneration so as to not exceed the limits specified in Schedule V of the Companies Act, 2013, as may be

agreed to by the Board of Directors and without any further reference to the shareholders in general meeting;

RESOLVED FURTHER THAT any Director or the Company Secretary of the Company be and are hereby

authorized to take such steps and do all other acts, deeds and things as may be necessary or desirable to give

effect to this resolution.”

By Order of the Board

For Aspira Pathlab & Diagnostics Limited

Sd/-

Krupali Shah

Company Secretary & Compliance Officer

Date: May 16, 2025

Place: Mumbai

NOTES FOR MEMBERS ATTENTION:

1. The Explanatory Statement pursuant to the provisions of Sections 102(1) of the Act read with Rule 22 of the Rules

stating material facts and reasons for the proposed resolutions, is annexed hereto.

2. The relevant details, pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 (“SEBI Listing Regulations”) and Secretarial Standard on General Meetings issued by the Institute

of Company Secretaries of India, in respect of Directors seeking re-appointment are also annexed to this Notice.

3. In terms of the General Circular Nos. 14/2020 dated 8th April 2020, 17/2020 dated 13th April 2020, 22/2020 dated 15th

June 2020, 33/2020 dated 28th September 2020, 39/2020 dated 31st December 2020 and 10/2021 dated 23rd June, 2021

and Circular No. 20/2021 dated 8th December, 2021 (the “MCA Circulars”), this Notice along with the instructions

regarding e-voting is being sent only by email to all those members, whose email addresses are registered with the

Company or with the depository(ies) / depository participants and whose names appear in the register of

members/list of beneficial owners as on the Cut-off date i.e., Friday, June 6, 2025. Members may note that this Notice

also will be available on the Company’s website, www.aspiradiagnostics.com, websites of the Stock Exchanges where

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the equity shares of the Company are listed i.e. BSE Limited, www.bseindia.com and on the website of National

Securities Depository Limited (“NSDL”), www.evoting.nsdl.com. All the members of the Company as on the Cut-off

date shall be entitled to vote in accordance with the process specified in this notice. Any person who is not a member

on the Cut-off date shall treat this notice for information purpose only. As per the MCA Circulars, physical copy of the

Notice, Postal Ballot Form are not being sent to the members for this Postal Ballot.

4. The Company hereby requests all its members to register their email addresses, if not yet registered, to promote

green initiative and to enable the Company to provide all communications to the members through email.

5. For receiving copy of postal ballot notice electronically, members who have not yet registered their email addresses are

requested to send an email to info@aspiradiagnostics.com by mentioning the Shareholder Name, DP and Client ID (if

shares held in electronic form)/Folio number (if shares held in physical form) and Permanent Account Number

(“PAN”) on or before 5:00 p.m. (IST) on June 13, 2025.

For permanent registration of email, kindly contact your Depository Participant (“DP”), if shares are held in

electronic form and Registrar and Share Transfer Agent, if shares are held in physical form.

6. In compliance with the provisions of Sections 108 and 110 of the Act and Rules 20 and 22 of the Companies

(Management and Administration) Rules, 2014 (“Rules”), Regulation 44 of the SEBI Listing Regulations, the Company

is pleased to provide voting facility by electronic means (“e-voting”) to the Members, to enable them to cast their votes

electronically. The Company has engaged the services of NSDL to provide e-voting facility to its Members.

7. The e-voting period commences from 9.00 a.m. (IST) Wednesday, June 11, 2025 to 5.00 p.m. (IST) Thursday, July 10,

2025. During this period, Members holding shares either in physical form or in dematerialized form, as on Friday, June

6, 2025, i.e. Cut-off date, may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting

thereafter. Once the vote on a resolution is cast by the Member, he/she shall not be allowed to change it subsequently

or cast vote again.

8. The Resolutions, if passed by requisite majority, will be deemed to have been passed on the last date of remote e-voting

i.e., Thursday, July 10, 2025

9. The details of the process and manner for remote e-voting are explained herein below:

Step 1: Log-in to NSDL e-voting system at www.evoting.nsdl.com

Step 2: Cast your vote electronically on NSDL e-voting system.

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-voting system

A) Login method for e-voting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual

shareholders holding securities in demat mode are allowed to vote through their demat account maintained with

Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in

their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders Login Method

Individual Shareholders holding

securities in demat mode with

NSDL.

1. For OTP based login you can click on

https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp.

You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No.,

Verification code and generate OTP. Enter the OTP received on

registered email id/mobile number and click on login. After successful

authentication, you will be redirected to NSDL Depository site wherein

you can see e-Voting page. Click on company name or e-Voting service

provider i.e. NSDL and you will be redirected to e-Voting website of

NSDL for casting your vote during the remote e-Voting period.

2. Existing IDeAS user can visit the e-Services website of NSDL Viz.

https://eservices.nsdl.com/ either on a Personal Computer or on a

mobile. On the e-Services home page click on the “Beneficial Owner”

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icon under “Login” which is available under ‘IDeAS’ section, this will

prompt you to enter your existing User ID and Password. After

successful authentication, you will be able to see e-Voting services under

Value added services. Click on “Access to e-Voting” under e-Voting

services and you will be able to see e-Voting page. Click on company

name or e-Voting service provider i.e. NSDL and you will be re-

directed to e-Voting website of NSDL for casting your vote during the

remote e-Voting period.

3. If you are not registered for IDeAS e-Services, option to register is

available at https://eservices.nsdl.com/. Select “Register Online for

IDeAS Portal” or click at

https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

4. Visit the e-Voting website of NSDL. Open web browser by typing the

following URL: https://www.evoting.nsdl.com/ either on a Personal

Computer or on a mobile. Once the home page of e-Voting system is

launched, click on the icon “Login” which is available under

‘Shareholder/Member’ section. A new screen will open. You will have to

enter your User ID (i.e. your sixteen digit demat account number hold

with NSDL), Password/OTP and a Verification Code as shown on the

screen. After successful authentication, you will be redirected to NSDL

Depository site wherein you can see e-Voting page. Click on company

name or e-Voting service provider i.e. NSDL and you will be redirected

to e-Voting website of NSDL for casting your vote during the remote e-

Voting period.

5. Shareholders/Members can also download NSDL Mobile App “NSDL

Speede” facility by scanning the QR code mentioned below for seamless

voting experience.

Individual Shareholders holding

securities in demat mode with CDSL

1. Users who have opted for CDSL Easi / Easiest facility, can login through

their existing user id and password. Option will be made available to

reach e-Voting page without any further authentication. The users to

login Easi / Easiest are requested to visit CDSL website

www.cdslindia.com and click on login icon & New System Myeasi Tab

and then user your existing my easi username & password.

2. After successful login the Easi / Easiest user will be able to see the e-

Voting option for eligible companies where the evoting is in progress as

per the information provided by company. On clicking the evoting

option, the user will be able to see e-Voting page of the e-Voting service

provider for casting your vote during the remote e-Voting period.

Additionally, there is also links provided to access the system of all e-

Voting Service Providers, so that the user can visit the e-Voting service

providers’ website directly.

3. If the user is not registered for Easi/Easiest, option to register is

available at

https://web.cdslindia.com/myeasi/Registration/EasiRegistration

Alternatively, the user can directly access e-Voting page by providing

demat Account Number and PAN No. from a link in

https://www.cdslindia.com/ home page. The system will authenticate

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the user by sending OTP on registered Mobile & Email as recorded in the

demat Account. After successful authentication, user will be provided

links for the respective ESP i.e. NSDL where the e-Voting is in progress.

Individual Shareholders (holding

securities in demat mode) login

through their depository participants

You can also login using the login credentials of your demat account through

your Depository Participant registered with NSDL/CDSL for e-Voting facility.

upon logging in, you will be able to see e-Voting option. Click on e-Voting option,

you will be redirected to NSDL/CDSL Depository site after successful

authentication, wherein you can see e-Voting feature. Click on company name or

e-Voting service provider i.e. NSDL and you will be redirected to e-Voting

website of NSDL for casting your vote during the remote e-Voting period or

joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget

Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login

through Depository i.e. NSDL and CDSL.

Login type Helpdesk details

Individual Shareholders holding

securities in demat mode with NSDL

Members facing any technical issue in login can contact NSDL helpdesk by

sending a request at evoting@nsdl.com or call at 022 - 4886 7000

Individual Shareholders holding

securities in demat mode with CDSL

Members facing any technical issue in login can contact CDSL helpdesk by

sending a request at helpdesk.evoting@cdslindia.com or contact at toll free

no. 1800-21-09911

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and

shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:

https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under

‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code

as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with

your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and

you can proceed to Step 2 i.e. Cast your vote electronically.

4. Your User ID details are given below:

Manner of holding shares i.e. Demat (NSDL or

CDSL) or Physical

Your User ID is:

a) For Members who hold shares in demat

account with NSDL.

8 Character DP ID followed by 8 Digit Client ID

For example if your DP ID is IN300*** and Client

ID is 12****** then your user ID is

IN300***12******.

b) For Members who hold shares in demat

account with CDSL.

16 Digit Beneficiary ID

For example if your Beneficiary ID is

12************** then your user ID is

12**************

c) For Members holding shares in Physical

Form.

EVEN Number followed by Folio Number

registered with the company

For example if folio number is 001*** and EVEN

is 101456 then user ID is 101456001***

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5. Password details for shareholders other than Individual shareholders are given below:

a) If you are already registered for e-Voting, then you can user your existing password to login and cast

your vote.

b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial

password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to

enter the ‘initial password’ and the system will force you to change your password.

c) How to retrieve your ‘initial password’?

(i) If your email ID is registered in your demat account or with the company, your ‘initial

password’ is communicated to you on your email ID. Trace the email sent to you from NSDL

from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file.

The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of

client ID for CDSL account or folio number for shares held in physical form. The .pdf file

contains your ‘User ID’ and your ‘initial password’.

(ii) If your email ID is not registered, please follow steps mentioned below in process for those

shareholders whose email ids are not registered

Step 2: Cast your vote electronically on NSDL e-Voting system.

How to cast your vote electronically on NSDL e-voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and

whose voting cycle.

2. Select “EVEN” of Aspira Pathlab & Diagnostics Limited, which is 120022 for which you wish to cast your vote during the

remote e-Voting period.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you

wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of

the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who

are authorized to vote, to the Scrutinizer by e-mail to info@napco.in with a copy marked to evoting@nsdl.co.in. Institutional

shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney /

Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their

login.

6. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with

NSDL or CDSL) option available on www.evoting.nsdl.com.

b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on

www.evoting.nsdl.com.

c) If you are still unable to get the password by aforesaid two options, you can send a request at

evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and

your registered address etc.

d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting

system of NSDL.

7. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

8. Now, you will have to click on “Login” button.

9. After you click on the “Login” button, Home page of e-Voting will open.

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2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password

confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In

such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option

available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for

Shareholders available at the download section of www.evoting.nsdl.com or call on call on : 022 - 4886 7000 or send a request

to Ms. Apeksha Gojamgunde at evoting@nsdl.co.in.

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and

password and registration of e mail ids for remote e-voting for the resolution set out in this notice:

Member may send a request to evoting@nsdl.co.in / info@aspiradiagnostics.com for procuring user id and password for e-

voting:

1. In case shares are held in physical mode, please provide:-

• Name of shareholder and Folio No,

• scanned copy of the share certificate (front and back),

• PAN (self attested scanned copy of PAN card),

• AADHAR (self attested scanned copy of Aadhar Card)

2. In case shares are held in demat mode (other than individual), please provide:-

• DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID),

• Name, client master or copy of Consolidated Account statement,

• PAN (self attested scanned copy of PAN card),

• AADHAR (self attested scanned copy of Aadhar Card)

3. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login

method explained at step 1 (A) i.e. Login method for e-Voting for Individual shareholders holding securities in

demat mode.

4. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual

shareholders holding securities in demat mode are allowed to vote through their demat account maintained with

Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID

correctly in their demat account in order to access e-Voting facility.

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EXPLANATORY STATEMENT

[Pursuant to Sections 102 (1) of the Companies Act, 2013 (“Act”)]

Item No. 1

Dr. Pankaj Shah had been re-appointed as Managing Director & CEO of the Company on July 07, 2022 w.e.f August 01,2022

for a period of 3 years. The term of office of Dr. Pankaj Shah as Managing Director & CEO of the Company is due to

expire on July 31, 2025. The present proposal is to seek the Shareholders’ approval for the re-appointment of Dr. Pankaj

Shah as the Managing Director & CEO in terms of the applicable provisions of the Companies Act, 2013.

The payment of remuneration has been approved by the Nomination & Remuneration Committee in its meeting held

on May 16, 2025 & subsequently by the Board of Directors in its Board Meeting held on the same date. Therefore, the

Board proposes to seek approval of the Shareholders of the Company.

Brief Profile of Dr. Pankaj Shah

Dr. Pankaj Shah has been the guiding beacon behind the entire process. His experience and expertise in the field of

pathology is par excellence. His portfolio boasts of over 40 years of experience in the field of pathology. After having

completed his medical sciences degree from the Government Medical college in Miraj, he completed his Diploma in

Pathology and Bacteriology in 1987. His zeal for education made him pursue a Master's degree from Tata Memorial

Hospital in 1987 too. He has been a consulting pathologist for the past 40 years and his experience has enriched many

students and patients alike.

Further details are given in the Annexure to this Postal Ballot Notice.

The Members are requested to consider re-appointment of Dr. Pankaj Shah as Managing Director & CEO for a term of 3

years with effect from August 1, 2025 up to July 31, 2028.

The main terms and conditions of appointment of Dr. Pankaj Shah (hereinafter referred to as “MD”) are given below:

A. Tenure of Re-appointment

The reappointment as Managing Director and CEO is for a period of 3 years with effect from August 1, 2025.

B. Nature of Duties

The MD shall devote his whole time and attention to the business of the Company and perform such duties as may be

entrusted to him by the Board from time to time and separately communicated to him and exercise such powers as may

be assigned to him, subject to the superintendence, control and directions of the Board in connection with and in the

best interests of the business of the Company.

C. Remuneration

Term: 3 years i.e. from August 01, 2025 to July 31, 2028 Remuneration structure:

Basic Salary: Rs. 60,00,000/- (Rupees Sixty Lakhs) per annum plus incentives as per the agreement with authority to

the Board of Directors of the Company on the recommendation of the Nomination and Remuneration Committee to grant

such increment as they deem fit.

Other terms and Conditions:

(i) Leave with full pay and allowances shall be allowed as per the Company’s rules.

(ii) Reimbursement of expenses actually and properly incurred in the course of business of the Company

shall be allowed.

(iii) No sitting fees shall be paid for attending the meetings of the Board of Directors or Committees thereof.

(iv) Any other perquisites as may be determined by the Board of Directors of the Company from time to time

within the overall limits specified in the Companies Act, 2013.

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THE STATEMENT CONTAINING ADDITIONAL INFORMATION AS REQUIRED IN SCHEDULE V OF THE

COMPANIES ACT, 2013:

I. General information

(1) Nature of industry Healthcare Sector

(2) Date or expected date of

commencement of commercial

production

The Company is not a manufacturing Company. However, it commenced

its business immediately after incorporation on 03rd July, 1973.

(3) In case of new companies,

expected date of commencement

of activities as per project

approved by financial

institutions appearing in the

prospectus:

Existing Company, not applicable

(4) Financial performance based on given indicators.

Sr.

no.

Particulars

Audited figure as on 31.03.2024

Audited figure as on 31.03.2023

1. Income from operations and

Other Income 1,362.60 1,477.78

2. Total Expenditure 1,629.82 1,486.65

3. Profit Before Taxation (PBT) (267.22) (8.87)

4. Profit After Taxation (PAT) (267.22) (8.87)

(5). Export performance and net foreign exchange collaborations, if any: NA

(6). Foreign investments or collaborations, if any: NA

II. Information about the Dr. Pankaj Shah:

Particulars Dr. Pankaj Shah

1. Background details Dr. Pankaj Shah, aged about 62 years, is the Managing Director and CEO of Aspira

Pathlab and Diagnostics Limited. He has been the guiding beacon behind the

entire process. His experience and expertise in the field of pathology is par

excellence. His portfolio boasts of over 40 years of experience in the field of

pathology. He has been a consulting pathologist for the past 40 years and his

experience has enriched many students and patients alike. His knowledge clubbed

together with his gross root knowledge of the business has played an instrumental

role in the exponential growth and success of the Company.

2. Past Remuneration Financial Year Remuneration Paid (Rs.)

2022-2023 60,00,000 per annum

2023-2024 60,00,000 per annum

2024-2025 60,00,000 per annum

3. Recognition or awards Under the dynamic leadership of Dr. Pankaj Shah, the Company has been winning

Best Diagnostics for Health Care Award in the year 2018.

4. Job Profile and his

suitability

Subject to superintendence, control and direction of the Board, he exercises

substantial managerial powers in general and specific powers as may from time to

time be lawfully entrusted to and conferred upon him by the Board. As a

Managing Director and CEO, he has played a key role in making the Company

one of the key players in healthcare sector in India.

5. Remuneration proposed As stated in the Explanatory Statement at Item No. 1 of this Notice.

6. Comparative

Remuneration Profile with

respect to industry, size of

the Company, profile of the

position and person:

The remuneration as proposed of Dr. Pankaj Shah is comparable to that drawn by

the peers in the similar capacity in the industry and is commensurate with the size

of the Company and diverse nature of its businesses. Moreover, in his position as

Managing Director and CEO of the Company, Dr. Pankaj Shah devotes his

substantial time in overseeing the operations of the Company.

7. Pecuniary relationship

directly or indirectly with the

Company or relationship

with the managerial

personnel, if any

Dr. Pankaj Shah is a Managing Director and CEO of the Company. He is holding

5,00,000 Equity Shares of the Company. Apart from receiving remuneration as

stated above, he is receiving royalty for using the Ankur Pathology lab and rent

for using the Lab premises.

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III. Other Information:

1.

Reasons of loss or

inadequate profits

The Company is passing a Special Resolution pursuant to the proviso to the sub-

section (1) of Section 197 of the Companies Act, 2013 and as a matter of abundant

precaution, as the profitability of the Company may be adversely impacted in

future due to business environment.

2.

Steps taken or

proposed to be taken

for improvement

The Company has embarked on a series of strategic and operational measures that

is expected to result in the improvement in the present position. The senior

Management of the Company is working very hard to bring liquidity into the

Company, improve profit margin, reduce costs and increase profit as a whole.

3.

Expected increase in

productivity and

profits in measureable

terms

The Company has taken various initiatives to maintain its leadership, improve

market share and financial performance. It has been aggressively pursuing and

implementing its strategies to improve financial performance.

IV. Disclosures:

1.

Remuneration package of the

managerial person:

Fully described in the explanatory statement as stated above.

2.

Disclosures in the Board of

Directors’ report under the

Heading ‘Corporate Governance’

to be included in Annual Report

2024-2025

The requisite details of remuneration etc. of Directors are to be included

in the Corporate Governance Report, forming part of the Annual

Report of FY 2024-2025 of the Company.

In compliance with the provisions of Sections 196, 197, 203 and other applicable provisions read with Schedule V to the

Act, the terms of appointment and remuneration of the MD as specified above are now being placed before the Members for

their approval by way of a Special Resolution. The Board recommends the Resolution for approval by the Members.

None of the Directors or Key Managerial Personnel of the Company and / or their relatives except Dr. Pankaj Shah, to

whom the resolution relates, is in any way, concerned or interested, financially or otherwise, in the resolution.

By the Order of the Board

For Aspira Pathlab & Diagnostics Limited

Sd/-

Date: May 16, 2025

Place: Mumbai

Krupali Shah

Company Secretary & Compliance Officer

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ANNEXURE-I

Details of Director seeking re-appointment

[In pursuance of Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard – 2 on General Meetings]

Particulars Dr. Pankaj Shah

DIN 02836324

Age 65 years

Date of first appointment on the

Board

August 01, 2016

Inter-se relationship with

other Directors

None

Qualifications -Medial Science Degree–Government Medical College in Miraj, Mumbai

-Diploma in Pathology and Bacteriology

-Master's degree from Tata Memorial Hospital

Experience (including

expertise in specific

functional area)

43 years of experience in the field of pathology

Terms and Conditions of

Appointment/re-appointment

Re-appointed as the Managing Director for a further period of 3 years, from

August 01, 2025 to July 31, 2028.

Remuneration proposed

to be paid

Rs. 60,00,000 per annum which will be included Salary, Benefits, Perquisites,

Allowances and Commission

Remuneration last drawn Remuneration for the financial year 2024-25 was Rs. 60,00,000 per

annum which included Salary, Benefits, Perquisites, Allowances and

Commission.

Number of Board meetings

Attended during the year

(Financial Year 2024-25)

Attended all Four Board Meetings held during the year

Listed Entity form which the

person has resigned in the

past 3 years

Nil

Directorships held in other

Companies

Aspira DNA

Diagnostics

Gujarat LLP

Designated

Person

Memberships / Chairmanships

of committees of other

companies

-

Number of Equity Shares held

in the Company

5,00,000 Equity Shares

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