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Krsnaa Diagnostics Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 1755.42 Cr. P/BV 1.76 Book Value (Rs.) 307.33
52 Week High/Low (Rs.) 894/515 FV/ML 5/1 P/E(X) 17.31
Bookclosure 18/09/2026 EPS (Rs.) 31.27 Div Yield (%) 0.00
Year End :2025-03 

Your Directors are pleased to present the 15th Annual Report ("this report") on the business and operations of Krsnaa Diagnostics
Limited ("
Company"), along with the Audited Financial Statements for the fiscal year ending March 31, 2025.

FINANCIAL RESULTS

Below is a summary of the key highlights of the Standalone and Consolidated Audited Financial Statements of your Company for the
year ended March 31, 2025:

Consolidated

Standalone

Particulars

Year ended

Year ended

Year ended

Year ended

March 31, 2025

March 31, 2024

March 31, 2025

March 31, 2024

Revenue from Operations

7,171.60

6,196.33

6,816.95

5,900.19

Other Income

255.35

167.96

256.69

167.96

Total Income

7,426.95

6,364.29

7,073.64

6,068.15

Operating & Other Expenses

5,270.33

4,753.87

4,850.38

4,438.57

Finance Cost

246.51

164.88

245.66

164.66

Depreciation and Amortization expense

883.24

745.47

881.58

745.47

Total Expenses

6,400.08

5,664.22

5,977.62

5,348.70

Profit Before Tax (PBT)

1,026.87

700.07

1,096.02

719.45

Tax Expenses

250.79

131.70

267.94

133.84

Profit After Tax (PAT)

776.08

568.37

828.08

585.62

FINANCIAL AND OPERATIONAL PERFORMANCE

During the year under review, the Company reported Revenue
from Operations at ?7,171.60 million on consolidated basis and
?6,816.95 million on standalone basis, reflecting a robust 16%
growth over the previous year, amongst the highest growth rate
in the industry.

The business maintains a well-balanced revenue mix, with
Radiology contributing to 49.8% and Pathology contributing to
50.2% of the total revenue.

EBITDA stood at ?1,901 million, marking a strong 32% increase
year-on-year, with the EBITDA margin at a healthy 27%. Profit
After Tax (PAT) for the year stood at ?776.09 million.

Operationally, the Company conducted over 61 million
tests during the year, representing an impressive 38% year-
on-year increase.

Over the recent years, the Company has demonstrated
remarkable growth, positioning itself among India's fastest-
growing diagnostic service providers. Its geographical footprint
has expanded from over 660 centres in FY18 to more than
5,200 centres in FY25—an eightfold increase. During this period,
Revenue from Operations recorded a CAGR of 34%, while the Net
Profit grew at a CAGR of 49%.

DIVIDEND

Your Directors are pleased to recommend a Dividend of ?2.75
(Two Rupees and Seventy-Five Paisa Only) per equity share of
the face value of ? 5/- (Rupees Five only) each as Final Dividend
for the financial year ended March 31, 2025, subject to approval
by the Members at the 15th Annual General Meeting ("
AGM")
of the Company.

The total dividend outflow for the financial year ended March 31,
2025 amounts to ?88.80 million, representing a dividend payout
ratio of 9.75%.

As per the provisions of the Income Tax Act, 1961, dividends paid
or distributed by the Company shall be taxable in the hands of the
shareholders. Accordingly, the Company will make the payment
of the dividend after deduction of tax deducted at source ("
TDS")

The dividend recommended is in accordance with the Company's
Dividend Distribution Policy. The policy includes the parameters as
set out in Regulation 43A of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations
2015 ("SEBI Listing Regulations") and is available on the Company's
website at
https://krsnaadiagnostics.com/investors/

CONSOLIDATED ACCOUNTS

The Consolidated financial statements for F.Y. 2024-25 have been
prepared in line with Companies Act, 2013, Indian Accounting
standards (IND-AS) and SEBI Listing Regulations, 2015, based
on the audited financials of the Company and its Subsidiaries as
approved by their Board.

TRANSFER TO RESERVES

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

SHARE CAPITAL

Authorized Share Capital

During the year under review, there was no change in the
Authorized Share Capital of the Company. As on March 31, 2025, the
Authorized Share Capital of the Company stood at ?1,47,15,76,922

(Rupees One Hundred Forty-seven Crore Fifteen Lakh Seventy-Six
Thousand Nine Hundred Twenty-Two Only) divided into¬
- 29,43,15,384 (Twenty-Nine Crore Forty-three Lakh Fifteen

Thousand Three Hundred Eight-Four) Equity Shares of face
value of ? 5/- (Rupees Five only) and;

- Unclassified Share Capital ? 2/- (Rupees Two Only)

Paid- up Share Capital

During the year under review, there was no change in the Paid-
up Capital of the Company. As on March 31, 2025, the Paid-up
Capital of the Company stood at ?16,14,48,815 (Rupees Sixteen
Crores Fourteen Lakhs Forty-Eight Thousand Eight Hundred
and Fifteen Only) divided into 3,22,89,763 equity shares of ? 5
(Rupees Five only).

During the year under review, your Company has not issued any
Equity Shares with differential voting rights, Bonus Shares and
Sweat Equity Shares.

CREDIT RATINGS

During the year under review, ICRA, the credit rating agency has
reaffirmed a rating "
ICRA A1" as short-term rating and "ICRA A"
with "
Stable" outlook as the Long-term rating.

SUBSIDIARY, JOINT VENTURES AND ASSOCIATE
COMPANIES

As on March 31, 2025, the Company had 8 (Eight) Wholly-Owned
subsidiaries and 1 (One) Associate Company as mentioned below.

Sr.

No.

Name of Subsidiaries

Shareholding
/ Ownership

1

KDPL Diagnostics (Ludhiana) Private Limited

100%

2

KDPL Diagnostics (Amritsar) Private Limited

Wholly

Owned

Subsidiaries

3

KDPL Diagnostics (Bathinda) Private Limited

4

KDPL Diagnostics (Jalandhar) Private Limited

5

KDPL Diagnostics (Patiala) Private Limited

6

KDPL Diagnostics (SAS Nagar) Private Limited

7

Krsnaa Diagnostics (Mohali) Private Limited

8

Krsnaa Retail Private Limited

There has been no material change in the nature of the business
of the subsidiaries during the period under review:

Sr.

Name of Associate Company

Shareholding

No.

/ Ownership

1

Apulki Healthcare Private Limited

23.53 %

Pursuant to the provisions of Section 129(3) of the Companies
Act, 2013, (hereinafter referred to as "
the Act") your Company
has prepared the consolidated financial statements of the
Company and all its subsidiary and associate companies, which
forms a part of this report. Further, a statement containing the
salient features of the financial statements of the subsidiaries
and Associate Companies in Form AOC-1 is annexed to this
Report as "
Annexure 1".

Further pursuant to the provision of Section 136(1) of the Act,
the audited financial statements along with the consolidated
financial statements are available on Company's Website at
https://krsnaadiagnostics.com/investors/.

Your Company has formulated a Policy for determining Material
Subsidiaries. Further, as per the Policy, your Company does not
have any Material Subsidiary as on March 31, 2025.

The Policy is available on the website of your Company which can
be accessed at
https://krsnaadiagnostics.com/investors/.

DIRECTORS

The composition of the Board of Directors of your Company is
in accordance with the provisions of Section 149 of the Act and
Regulation 17 of the SEBI Listing Regulations, with an appropriate
combination of Executive, Non-Executive and Independent
Directors. The complete list of Directors of the Company has
been provided as part of the Corporate Governance Report.

The appointment and remuneration of Directors are governed
by the Policy devised by the Nomination and Remuneration
Committee of your Company. The detailed terms of reference of
the Nomination and Remuneration Committee is provided in the
Corporate Governance Report.

1. Retirement by rotation and subsequent re-appointment

Pursuant to the provision of section 152 of the Act, Ms.
Pallavi Bhatevara, Director, is liable to retire by rotation and
being eligible for re-appointment at the ensuing Annual
General Meeting ("
AGM") of the Company, has offered
herself for reappointment. Her details as required under
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Secretarial Standards on General
Meetings issued by the Institute of Company Secretaries of
India are contained in the accompanying Notice convening
the ensuing AGM of the Company. An appropriate resolution
seeking the shareholders' approval for her re-appointment
as Director is included in the Notice of the AGM.

2. Changes during the period under review

During the year under review, the following changes have taken place in the Board of Directors of the Company.

Sr.

Name of Director
No.

Designation

Appointment/ Resignation
/Change in Designation

Date

1. Ms. Pallavi Bhatevara

Whole-time Director

Change in Designation

April 01, 2024

2. Mr. Yash Mutha

Manager

Appointment

April 01, 2024

3. Mr. Yash Mutha

Joint Managing Director and Manager

Resignation

February 12, 2025

4. Mr. Yash Mutha

Managing Director

Appointment

February 13, 2025

3. Declaration from the Independent Directors

The Company has, inter alia, received the following declarations
from all the Independent Directors confirming that:

a. they meet the criteria of independence as prescribed
under the provisions of the Act, read with Schedule
IV and Rules issued thereunder, and the Listing
Regulations. There has been no change in the
circumstances affecting their status as Independent
Directors of the Company;

b. they have complied with the Code for Independent
Directors prescribed under Schedule IV to the Act; and

c. they have registered themselves with the
Independent Director's Database maintained by
the Indian Institute of Corporate Affairs and have
qualified the online proficiency self-assessment test
or are exempted from passing the test as required in
terms of Section 150 of the Act read with Rule 6 of
the Companies (Appointment and Qualifications of
Directors) Rules, 2014.

None of the Directors of the Company are disqualified from
being appointed as Directors as specified under Section
164(1) and 164(2) of the Act read with Rule 14(1) of the
Companies (Appointment and Qualifications of Directors)
Rules, 2014 or are debarred or disqualified by the Securities

and Exchange Board of India ("SEBI"), Ministry of Corporate
Affairs ("MCA") or any other such statutory authority.

All members of the Board and the Senior Management
Personnel have affirmed compliance with the Code of
Conduct for Board and Senior Management Personnel for
the financial year 2024-25.

The Company has sought a certificate from an independent
Practicing Company Secretary confirming the following:

a. none of the Directors on the Board of the Company
have been debarred or disqualified from being
appointed and/or continuing as Directors by the SEBI/
MCA or any other such statutory authority.

b. independence of the Directors of the Company
in terms of the provisions of the Act, read with
Schedule IV and Rules issued thereunder and the
Listing Regulations.

KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 2(51) and 203 of
the Act read with Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the following persons have
been designated as Key Managerial Personnel of the Company as
on March 31, 2025.

Sr.

No.

Name of Director

Designation

1

Mr. Rajendra Mutha

Chairman and Whole-time Director

2

Ms. Pallavi Bhatevara*

Whole-time Director

3

Mr. Yash Mutha**

Managing Director

4

Mr. Mitesh Dave1

Group Chief Executive Officer

5

Dr. Prashant Deshmukh2

Chief Executive Officer

6

Mr. Pawan Daga

Chief Financial Officer

7

Mr. Sujoy Bose

Company Secretary

*Change in designation to Whole time Director designated as Executive Director of the Company w.e.f April 01, 2024.

** Mr. Yash Mutha has been appointed as the Manager of the Company with effect from April 01, 2024. He resigned from the position of Joint Managing Director and Manager
effective February 12, 2025, and has been appointed as the Managing Director of the Company with effect from February 13, 2025.

BOARD MEETINGS

Your Board of Directors met 6 (Six) times during the year under
review. The details of the meeting of the Board are given in the
Corporate Governance Report, which forms an integral part of
this Annual Report.

COMMITTEES OF BOARD

The Board of Directors of your Company have formed various
Committees, as per the provisions of the Act, SEBI Listing
Regulations and aligned to the best corporate governance
practices. The terms of reference and the constitution of these
Committees are in compliance with the applicable laws and to
ensure focused attention on business and for better governance
and accountability. The Committees constituted are as below:

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholders Relationship Committee;

d) Corporate Social Responsibility Committee;

e) Risk Management Committee; and

f) Operation Committee

The details with respect to the composition, terms of reference,
number of meetings held and business transacted by the
aforesaid Committees are given in the "
Corporate Governance
Report
" of the Company.

During the year under review, a separate meeting of the
Independent Directors was held on March 10, 2025, with no
participation of Non- Independent Directors or the Management
of the Company. The Independent Directors had discussed and
reviewed the performance of the Non-Independent Directors and
the Board as a whole and also assessed the quality, quantity and
timeliness of the flow of information between the Management
and the Board, which is necessary for the Board to effectively and
reasonably perform its duties

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT
AND REMUNERATION

In compliance with the provision of Section 178 of the Act,
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 and their remuneration. The
policy on The Nomination and Remuneration Policy is available
on the website of the Company at
https://krsnaadiagnostics.
com/investors/.

AUDIT COMMITTEE RECOMMENDATIONS

During the year, all the recommendations of the Audit
Committee were accepted by the Board. The composition of the
Audit Committee is as mentioned in the Report on Corporate
Governance, which forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company's CSR Policy statement and report on the CSR
activities undertaken during the financial year ended March 31
2025, in accordance with Section 135 of the Act and Companies
(Corporate Social Responsibility Policy) Rules, 2014 are annexed
to this report as "
Annexure 4".

As per the provisions of Section 135 of the Act, every Company
falling under the applicability of Corporate Social Responsibility
is required to spend
2% of its average net profits of the previous
three years on the activities given under Schedule VII of the Act,
and CSR policy adopted by the Board of Directors.

During the year under review the Company was required to
spend ? 16.29 million towards Corporate Social Responsibility
(CSR) activities, as per the provisions of Section 135 of the
Companies Act, 2013. However, an amount of ? 12.16 million
remained unspent as on March 31, 2025.

The unspent amount pertains to ongoing projects and has
been transferred to the "Unspent CSR Account" in compliance
with Section 135(6) of the Companies Act, 2013, within the
prescribed timeline. The Company is committed to utilizing the
same in accordance with the CSR policy, recommendation of the
CSR Committee and applicable regulatory requirements in the
upcoming years.

The Composition of CSR Committee and meetings of the CSR
Committee held during the year have been disclosed in the
Corporate Governance Report and the Policy is available on the
Company's website at
https://krsnaadiagnostics.com/investors/.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company has a vigil mechanism/whistle blower policy in
place and has established the necessary vigil mechanism for
directors and all employees in conformation with Section 177(9)
of the Act and Regulation 22 of the SEBI Listing Regulations, to
report concerns about unethical behavior. The Policy is available
on the Company's Website at
https://krsnaadiagnostics.
com/investors/.

AUDITORS

1. Statutory Auditors

Pursuant to the provisions of Section 139(1) of the Act,
read with the Companies (Audit and Auditors) Rules, 2014,
M/s. MSKA & Associates, Chartered Accountants, were
appointed as the Statutory Auditors of the Company in
eleventh Annual General Meeting held on July 13, 2021
for a period of five years from the conclusion of that
AGM till the conclusion of the sixteenth AGM to be held
in the year 2026.

M/s. MSKA & Associates, Chartered Accountants, Statutory
Auditors have confirmed that they have not been
disqualified to act as Statutory Auditors of the Company
and that their contribution is within the ceiling limit as per
prescribed under section 141 of the Act.

The Auditors have issued an unmodified opinion on the
audited financial statements of the Company for the year
ended March 31, 2025. The Report given by the Auditors
on the financial statements of the Company is part of the
report. There has been no qualification, reservation, adverse
remark or disclaimer given by the Auditors in their Report.

2. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and
the Rules made thereunder, M/s. Dinesh Birla & Associates,
Practicing Company Secretaries, Pune, had been appointed
by the Board of Directors on the recommendation made
by Audit Committee, in their meeting held on February
12, 2024 to conduct the secretarial audit of the Company
for the year ended March 31, 2025. The Secretarial Audit
Report is annexed as "
Annexure 5" to this Report.

The Secretarial Audit Report and Secretarial Compliance
Report for the year ended March 31, 2025, does not contain
any qualification, reservation, or adverse remark.

The Board of Directors of the Company, based on the
recommendation made by the Audit Committee has
appointed M/s. Dinesh Birla & Associates, Practicing
Company Secretaries, Pune, as the Secretarial Auditors of
the Company, subject to the approval of the shareholders
of the Company at the ensuing AGM to conduct the audit of
the secretarial records for a period of five consecutive years
from the financial year 2025-26 to the financial year 2029¬
30, in terms of provisions of Regulation 24A of the Listing
Regulations read with SEBI Circular No. SEBI/HO/CFD/CFD-
PoD-2/CIR/P/2024/185 dated 31st December 2024.

Mr. Dinesh Birla, representing M/s. Dinesh Birla &
Associates, has given his consent and confirmed that he
meets the eligibility criteria for conducting the Secretarial
Audit of the Company.

3. Internal Auditor

The Company has an internal audit system for assessment
of audit findings and its mitigation. The Internal Audit
function includes center audit, inventory audit, process
audit, audit of supportive functions, etc.

Pursuant to the provisions of Section 138 of the Act
and the Companies (Accounts) Rules, 2014, and on the
recommendation of the Audit Committee, M/s. Mahajan &
Aibara, Chartered Accountant LLP had been appointed by
the Board of Directors on the recommendation made by
Audit Committee, in their meeting held on May 18, 2024 to
conduct the internal audit function of the Company for the
year ended March 31, 2025.

The Audit Committee reviews internal audit reports
in quarterly meetings and ensures the independence
of the auditors. The internal monitoring mechanism
ensures compliance with internal controls efficiency and
effectiveness of operations as well as the key process risks.

4. Maintenance of Cost Records and Cost Auditors

In terms of Section 148 of the Act 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 2024-25.

M/s. Harshad S. Deshpande & Associates, Cost and
Management Accountants, had been appointed by the
Board of Directors on the recommendation made by Audit
Committee, in their meeting held on February 12, 2024
to examine the Cost Records and submit the Cost Audit
Report. The Company has maintained the required cost
accounting records as per the Companies (Cost Records and
Audit) Rules, 2014 and is in compliance therewith.

Based on the recommendations of the Audit Committee,
the Board of Directors had appointed M/s Harshad

S. Deshpande & Associates, Cost and Management
Accountants, as the Cost Auditors of the Company for the
Financial Year 2025-26, at a remuneration of ?1,25,000
(Rupees One Lakh Twenty-Five Thousand Only), plus
applicable taxes and reimbursement of out-of-pocket
expenses. The said remuneration is subject to ratification
by the shareholders at the ensuing Annual General Meeting

INSTANCES OF FRAUD, IF ANY, REPORTED BY THE
AUDITORS

During the year under review, no incidence of any fraud has
occurred against the Company by its officers or employees.
Neither the Audit Committee nor the Board of the Company
has received any report involving any fraud from the Statutory
Auditors, Internal Auditors, Secretarial Auditors and Cost Auditors
of the Company. Your Board has nothing to report, as required
under Section 134 (3) (ca) of the Act.

INTERNAL CONTROL SYSTEMS AND THE ADEQUACY
OF INTERNAL FINANCIAL CONTROLS

The Company is committed to maintaining the highest standards
of internal controls. The Company has deployed controls through
appropriate policies, procedures and implemented a robust
Internal Financial Control system that encompasses the following:

- Key processes affecting the reliability of the Company's
financial reporting together with the required controls

- Periodic testing of controls to check their

operational effectiveness

- Prompt implementation of remedial action plans arising out
of tests conducted

- Regular follow-up of these action plans by

senior management

In addition, the Internal Auditor performs periodic audits in
accordance with the pre-approved plan. They report on the
adequacy and effectiveness of the internal control systems and
provide recommendations for improvements.

Audit findings along with management response are presented
to the Audit Committee. The status of action plans is also
presented to the Audit Committee which reviews the steps taken
by the management to ensure that there are adequate controls
in design and operation.

The certificate issued by the Group Chief Executive Officer and
the Chief Financial Officer has been included as part of the
Corporate Governance Report in the Annual Report.

CORPORATE GOVERNANCE REPORT

In compliance with the provisions of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a separate report
on the Corporate Governance for the Financial Year ended March
31, 2025, along with a certificate from the Practicing Company
Secretary on its compliance, forms part of this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

In compliance with the provisions of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Business
Responsibility and Sustainability Report ("
BRSR") for Year ended
March 31, 2025, forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A Management Discussion and Analysis Report giving detailed
information on operations, performance and future outlook of
the Company and its business forms a part of this Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

Disclosures pertaining to remuneration and other details as
required under Section 197(12) of the Act 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-2" and forms an integral part of
this Annual Report.

However, in accordance with the provisions of Section 136 of
the Act, the Annual Report is being sent to the Members and
others entitled thereto, excluding the information on employees'
remuneration particulars as required under Rule 5 (2) & (3) of
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014. The disclosure is available for inspection
by the Members at the Registered Office of your Company during
business hours on all working days of the Company up to the date

of the ensuing AGM. Any Member interested in obtaining a copy
thereof, may write an email to
cs@krsnaa.in.

The Directors affirm that the remuneration is as per the
remuneration policy of the Company.

EMPLOYEES STOCK OPTION PLAN / SCHEME

The Krsnaa Employees Stock Option Scheme 2020 ("ESOS

2020"), as approved by the shareholders of the Company,
was introduced with the objective of incentivizing, retaining,
and attracting key talent through a performance-driven stock
option grant framework. The scheme is designed to enhance
shareholder value by fostering a sense of ownership among
eligible employees of the Company and its subsidiaries, while
aligning their medium and long-term compensation with the
overall performance of the Company.

During the year under review, there has been no material change
in the existing ESOP Scheme of the Company and the same have
been implemented in compliance with relevant/applicable ESOP
Regulations/Guidelines.

The details of ESOS 2020 pursuant to Section 62 of the Act read
with Rules made thereunder and SEBI (Share Based Employee
Benefits) Regulations, 2014 are annexed to this Annual Report
as "
Annexure 3".

DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has a policy on Prevention of Sexual Harassment
("
POSH") at workplace and has put in place a Redressal
mechanism for resolving complaints received with respect to
sexual harassment and discriminatory employment practices for
all genders. The Company has constituted Internal Complaints
Committee which is responsible for redressal of complaints
related to sexual harassment.

Details of the same as under as required:

Sr.

No.

Particulars

Details

1

Number of complaints of sexual harassment
received in the year

-

2

Number of complaints disposed off during
the year

-

3

Number of cases pending for more than
ninety days

-

DISCLOSURE RELATED TO MATERNITY BENEFITS

Your Company has complied with the applicable provisions of the
Maternity Benefit Act, 1961. Necessary facilities and benefits, as
mandated under the Act, are extended to the eligible women
employees of the Company. The Company is committed to
supporting its women employees during maternity and ensures a
healthy and inclusive workplace.

DISCLOSURE RELATED TO INSOLVENCY AND
BANKRUPTCY

Not Applicable

DETAILS OF ONE-TIME SETTLEMENT WITH BANK

Not Applicable

PUBLIC DEPOSITS

During the year under review your Company has not accepted
any deposits from the public in terms of Section 73 and
Section 74 of the Act read with The Companies (Acceptance of
Deposits) Rules 2014.

INFORMATION ON CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AN D FOREIGN
EXCHANGE EARNINGS AND OUTGO STIPULATED
UNDER SECTION 134(3)(M) OF THE ACT, READ WITH
RULE 8 OF THE COMPANIES (ACCOUNTS) RULES,
2014

As required by the Act, read with the Companies (Accounts)
Rules, 2014, the relevant data pertaining to conservation of
energy, technology absorption and foreign exchange earnings
and outgo is given as below:

A. Energy conservation measures taken:

The Company remains steadfast in its commitment to
conserving energy and is continuously exploring and
adopting energy-efficient operational practices across
all levels of its functioning. As part of this commitment,
significant emphasis is placed on leveraging modern
technologies and innovative methods that not only
reduce energy consumption but also help minimize overall
waste generation.

In line with this objective, the Company has undertaken
several focused initiatives aimed at optimizing energy
usage. One such initiative involves the regular monitoring
of office and operational floor areas, particularly
beyond normal working hours, to identify and eliminate
unnecessary energy usage. This includes switching off
lighting and electrical systems in unoccupied spaces,
thereby contributing to overall energy savings.

Moreover, the Company is actively transitioning towards
a more sustainable, paperless working environment by
implementing various digital processes. This shift not
only enhances operational efficiency but also significantly
reduces paper consumption.

To further support energy conservation, regular and
preventive maintenance of Uninterruptible Power Supply
(UPS) systems and air conditioning units is conducted. This
ensures that these systems operate at peak efficiency and
do not consume excess energy due to poor performance or
technical faults.

Additionally, all machinery and equipment used in the
Company's operations are subject to routine servicing,
periodic upgrades, and necessary overhauls. These efforts
are aimed at ensuring that all equipment remains in optimal
working condition and contributes effectively to the overall
energy efficiency goals of the Company.

B. Technology Absorption:

There is no material action on technology absorption under
Section 134(3)(m) of the Companies Act, 2013 read with
Rule 8 of The Companies (Accounts) Rules, 2014

C. Expenditure incurred on Research & Development: NIL

D. The foreign exchange earnings and outgo during the
reporting period is as under:

Foreign Exchange Earnings and Outgo

Foreign exchange inflows

56.84

Foreign exchange outflows

3.78

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186 OF THE ACT

In terms of the provisions of section 186 of the Act read with
Companies (Meeting of Board and its Powers) Rules, 2014 and
Schedule V of the Listing Regulations, details of Investments are
set out in Note No. 8 and details of Loans are set out in Note Nos.
9 of the Standalone Financial Statements of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES REFERRED TO IN SECTION
188(1) OF THE ACT

In compliance with the requirements of the Act 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://
krsnaadiagnostics.com/investors/

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.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION

No material changes and commitments, other than disclosed as
part of this report, affecting the financial position of the Company
have occurred between March 31, 2025 and the date of the report.

CHANGE IN THE NATURE OF BUSINESS

During the period under review, there is no change in the nature
of business of the Company.

ANNUAL EVALUATION OF BOARD'S PERFORMANCE

A formal evaluation of the performance of the Board, its
Committees and the Individual Directors was done in for
Financial Year 2024-25 pursuant to the provisions of the Act and
Listing Regulations. The evaluation was carried out by the Board
of (i) its own performance; (ii) Individual Directors Performance;
(iii) Chairperson of the Board; and (iv) Performance of all
Committees of Board.

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 Chairperson of the Board was carried out by the
Independent 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 Chairperson is satisfactory.

SIGNIFICANT AND MATERIAL ORDERS

No significant material orders were passed by the Regulators/
Court /Tribunal which would impact the going concern status of
the Company and its future operations.

COMPLIANCE OF SECRETARIAL STANDARDS

During the period under review, 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).

RISK MANAGEMENT POLICY

The Company has adopted a Risk Management Policy wherein all
material risks faced by the Company are identified and assessed.
The Company has formed a Risk Management Committee
which defines the risk management approach of the Company
and includes collective identification of risks impacting the
Company's business, their process of identification, mitigation
and optimization of such risks. The Risk Management Policy
is uploaded on the website of the Company and the said
policy is available on the website of the Company at
https://
krsnaadiagnostics.com/investors/.

ANNUAL RETURN

The draft of Annual Return of the Company in Form MGT-
7 in accordance with Section 92(3) of the Act is available on
the website of the Company at
https://krsnaadiagnostics.
com/investors/.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to
the best of its knowledge and ability confirm that:

a. In the preparation of the annual accounts for the year
ended March 31, 2025, the applicable accounting standards
have been followed along with proper explanation relating
to material departures, if any;

b. The directors had 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 the company at
the end of the financial year and of the profit and loss of the
company for that period;

c. They have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of the Act, for safeguarding the assets
of the Company and for preventing and detecting fraud and
other irregularities;

d. The annual financial statements have been prepared on a
going concern basis;

e. They have laid down internal financial controls to be
followed by the Company and that such internal financial
controls are adequate and are operating effectively and

f. They have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such
systems are adequate and operating effectively.

CEO & CFO CERTIFICATION

Certificate by Mr. Mitesh Dilipkumar Dave, Group Chief Executive
Officer and Mr. Pawan Balkisan Daga, Chief Financial Officer,
pursuant to the provisions of regulation 17(8) of the Listing
Regulations, for the year under review was placed before
the Board of Directors of the Company at its meeting held on
August 11, 2025.

A copy of the certificate forms a part of the Report on
Corporate Governance.

INVESTOR EDUCATION AND PROTECTION FUND
(IEPF)

During the year under review, the Company had not
transferred any amount or Shares to the Investor Education and
Protection Fund.

DIRECTORS & OFFICERS INSURANCE POLICY

The Company has in place an insurance policy for its Directors &
Officers with a quantum and coverage as approved by the Board.

PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Practices and Procedures
for Fair Disclosure of Unpublished Price Sensitive Information ,
in accordance with the requirements of Securities and Exchange
Board of India (Prohibition of Insider Trading) Regulations 2015,
as amended from time to time.

The Company Secretary is the Compliance Officer for monitoring
adherence to the said Regulations. The Code is displayed on the
Company's website at
https://krsnaadiagnostics.com/investors/

CAUTIONARY STATEMENT

Statements in the Board's Report and the Management
Discussion & Analysis Report describing the Company's
objectives, expectations or forecasts may be forward-looking
within the meaning of applicable laws and regulations. Actual
results may differ from those expressed in the statements.

ACKNOWLEDGMENTS

Your Directors wish to convey their gratitude and place on record
their appreciation for all the employees at all levels for their hard
work, solidarity, cooperation and dedication during the year.
Your Directors sincerely convey their appreciation to customers,
shareholders, vendors, bankers, business associates, regulatory
and government authorities for their continued support.

For and on behalf of the Board of Directors
Krsnaa Diagnostics Limited

Rajendra Mutha

Place: Pune Chairperson and Whole Time Director

Date: August 11, 2025 (DIN: 01066737)

1

Mr. Mitesh Dave has been appointed as Group Chief Executive Officer of the Company w.e.f June 01, 2024.

2

Dr. Prashant Deshmukh has resigned from the position of Chief Executive Officer w.e.f. July 31, 2024.


 
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